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. )
☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under Section 240.14a-12 MEDTECH ACQUISITION CORPORATION (Name of Registrant as Specified in Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)
PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION DATED OCTOBER 24, 2022
MedTech Acquisition Corporation
48 Maple Avenue
Greenwich, CT 06830
TO THE STOCKHOLDERS OF MEDTECH ACQUISITION CORPORATION:
June 12, 2023.
https://www.cstproxy.com/medtechacquisition/2023.
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The purpose
In connection with the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal or the Redemption Limitation Amendment Proposal, public stockholders may elect to redeem their public shares, of Class A common stock issued in our IPO, which shares we refer to as the “public shares”, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which election we refer to as the “Election”, regardless of whether such public stockholders vote on the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal or the Redemption Limitation Amendment Proposal is approved by the requisite vote of stockholders and the applicable amendment to our charter is impletmented, the remaining holders of public shares will retain their right to redeem their public shares when the TriSalus Business Combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date. Our sponsor, MedTech Acquisition Sponsor LLC (the “Sponsor”), owns 6,250,000 shares of our Class B common stock, which we refer to as the “Founder Shares”,Founder Shares that were issued to the Sponsor prior to our IPO, and 4,933,333 private placement warrants, which we refer to as the “Private Placement Warrants”, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO.
Subject
The election
affirmative vote of the holders of a majority of the shares of Class A common stock outstanding, voting separately as a single class.
May 24, 2023 | | | By Order of the Board of Directors | ||
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| | | | /s/ Karim Karti Karim Karti Chairman of the Board | |
Adjournment Proposal if a valid quorum is established.
1. a proposal to amend the Company’s amended and restated certificate of incorporation, including the amendment thereto, which we refer to as the “charter”, in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment” and such proposal the “Extension Amendment Proposal”, to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as a “business combination”, (ii) cease all operations except |
The Extension Amendment Proposal is required for the implementationpurpose of winding up, and (iii) redeem or repurchase 100% of the planCompany’s Class A common stock included as part of the units sold in the Company’s initial public offering that was consummated on December 22, 2020, which we refer to as the “IPO”, from June 22, 2023 to September 22, 2023 (or such earlier date as determined by our board of directors (the “Board”)), which we refer to as the “Extension”, and such later date, the “Extended Date”;
To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Meeting (or [●], 2022)June 8, 2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
by June 22, 2023.
If the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party (other than the Company’s independent accountants) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the
This Proxy Statement contains important information about the Meeting and the proposals. Please read it carefully and vote your shares.
May 24, 2023 | | | By Order of the Board of Directors | ||
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| | | | /s/ Karim Karti Karim Karti Chairman of the Board | |
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| Why am I receiving this Proxy Statement? | | | We are a blank check company formed in Delaware on September 11, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On December 22, 2020, we consummated our IPO as well as a private placement from which we derived gross proceeds of approximately $250,000,000 in the aggregate. The amount in the Trust Account was initially $10.00 per public share. Like most blank check companies, our charter provides for the return of our On November 11, 2022, we entered into the TriSalus Merger Agreement with Merger Sub and TriSalus, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into TriSalus, with TriSalus surviving the Merger as our wholly owned subsidiary, and with TriSalus’ equity holders receiving shares of our common stock. Upon consummation of the TriSalus Business Combination, we will be renamed “TriSalus Life Sciences, Inc.” While we are using our best efforts to complete the TriSalus Business Combination as soon as practicable, our Board currently believes that there may not be sufficient time before June 22, 2023 to consummate the TriSalus Business Combination. Accordingly, our Board has determined that it is in the best interests of |
The purpose of the Extension Amendment The purpose of the Section 242(b)(2) Amendment Proposal is to provide the Company with the flexibility to pursue or consummate the Business Combination without the need to obtain class-specific stockholder approvals. This may prevent us from incurring a delay in consummating the Business Combination. | |
| | | | The purpose of the Founder Share Amendment Proposal is to allow for the Founder Conversion, and assist the Company in meeting applicable continued listing requirements of the Nasdaq Stock Market LLC following any stockholder redemptions in connection with the Extension or the consummation of the Business Combination. The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the charter the Redemption Limitation in order to allow the Company to redeem public shares, irrespective of whether such redemption would exceed the Redemption Limiation. The Board believes it is in the best interests of the Company and its stockholders for the Company to be allowed to effect redemptions irrespective of the Redemption Limitation. The purpose of the Adjournment Proposal, if adopted, is allow the Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies for the approval of other proposals. | |
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What is being voted on? | | | You are being asked to vote on three proposals: | ||
• a proposal to amend our charter to extend the date by which we have to consummate the Business Combination from | |||||
• a proposal to • a proposal to amend the charter to provide for the right of the holder of our Founder Shares to convert into Class A common stock on a one-for-one basis at any time prior to the closing of a Business Combination at the option of the holder of our Founder Shares; • a proposal to amend the charter to eliminate from the charter Redemption Limitation in order to allow the Company | |||||
• a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals. | |||||
Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. | |||||
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If the Extension Amendment Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved. In such event, we may need to obtain additional funds to complete the Business Combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. | |||
If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination, including the TriSalus Business Combination, by | | ||
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Why is the Company proposing the Extension Amendment Proposal? | | | Our charter provides for the return of |
The purpose of the Extension Amendment | |
| | | | the actions that must occur prior to closing of the |
The Company believes that given its expenditure of time, effort and money on | |||||
You are not being asked to vote on the TriSalus Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the TriSalus Business Combination, you will retain the right to vote on the TriSalus Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the TriSalus Business Combination is approved and completed or we have not consummated the TriSalus Business Combination by the Extended Date. | | ||||
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Why is the Company proposing the | |
| The Company is proposing the Section 242(b)(2) Amendment Proposal to | | |
| Why is the Company proposing the Founder Share Amendment Proposal? | | | The Company is proposing the Founder Share Amendment Proposal to allow for the Stock Market LLC. | |
| Why is the Company proposing the Redemption Limitation Amendment Proposal? | | | Our charter provides that that we may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001. Without the Redemption Limitation Amendment, we may not be able to implement the Extension or complete a Business Combination if following redemptions in connection with the Extension or upon the consummation of the Business Combination we have net tangible assets of less than $5,000,001 even if stockholders approve the Extension Amendment or if all contractual conditions to closing the Business Combination are met or waived. In addition, the Company’s securities are listed on Nasdaq and have been since the consummation of its initial public offering. The Company believes that Nasdaq has initial listing standards that meet the criteria identified in the Exchange Rule (as defined below) and that it can therefore rely on this rule to | |
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Why is the Company proposing the Adjournment Proposal? | | | The Company is proposing the Adjournment Proposal to provide flexibility to adjourn the Meeting to give the Company more time to seek approval of the | |
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| Why should I vote “FOR” the Extension Amendment Proposal? | | | Our Board believes stockholders should have an opportunity to evaluate the TriSalus Business Combination. Accordingly, the Board is proposing the Extension Amendment Proposal to amend our charter in the form set forth in Annex A hereto to extend the date, by which we must (i) consummate the Business Combination, (ii) cease our operations if we fail to complete such Business Combination, and (iii) redeem or repurchase 100% of our public shares, from |
Our charter provides that if our stockholders approve an amendment to our charter that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our Business Combination before | |||||
Our Board recommends that you vote in favor of the Extension Amendment Proposal. | | ||||
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Why should I vote “FOR” the | |
| Our Board believes Combination without the need to obtain class-specific stockholder approvals. Our Board recommends that you vote in favor of the | | |
| Why should I vote “FOR” the Founder Share Amendment Proposal? | | | Our Board believes that the charter amendment under the Founder Share Amendment Proposal is necessary to allow for the Founder Conversion, and assist the Company in meeting applicable continued listing requirements of the Nasdaq Stock Market LLC following any stockholder redemptions in | |
| | | | connection with the Extension or the consummation of the Business Combination. Our Board recommends that you vote in favor of the Founder Share Amendment Proposal. | |
| Why should I vote “FOR” the Redemption Limitation Amendment Proposal? | | | If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation would prevent the Company from being able to consummate the Extension or a Business Combination. As the Company believes that the Redemption Limitation is not needed, our Board is presenting the Redemption Limitation Amendment Proposal to facilitate the consummation of the Extension and a Business Combination. Our Board recommends that you vote in favor of the Redemption Limitation Amendment Proposal. | |
| Are the proposals conditioned on one another? | | | Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension Amendment. Approval of the Extension Amendment Proposal is a condition to the approval of each of the Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal. In addition, the Company will not proceed with the Extension Amendment unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) if the Company will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the redemptions. | |
| Why should I vote “FOR” the Adjournment Proposal? | | | If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals. | |
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| What amount will holders receive upon consummation of a | | | If the Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor and/or its designees have agreed to For example, if the Company takes until September 22, 2023 to complete its Business Combination, the Sponsor and/or its designees would make aggregate Extension Contributions of approximately $0.12 for each public | |
| | | | In connection with the TriSalus Merger Agreement, TriSalus has agreed to pay for the TriSalus Extension | |
| | | | valid termination of the Merger Agreement. Upon such termination, the Company will have no Assuming the Extension Amendment Proposal is approved and the Board implements the Extension, the Initial |
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| When would the Board abandon the Extension Amendment Proposal? | | | Our Board will abandon the Extension Amendment if our stockholders do not approve the Extension Amendment Proposal. In addition, notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders. Furthermore, unless the Redemption Limitation Amendment Proposal is approved, we will not proceed with the Extension if the number of redemptions of our public shares causes the Company to have less than $5,000,001 of net tangible assets | |
| | | | following the redemptions, which condition may not be waived by the Board. | |
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How do the Company insiders intend to vote their shares? | | | All of our directors, executive officers and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment Proposal, the | | |
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What vote is required to adopt the proposals? | | | The approval of each of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal will require the affirmative vote of holders of at least 65% of our outstanding shares of common stock on the record date. The | ||
a single class. The approval of the Adjournment Proposal will require the affirmative vote of a majority of the votes cast by stockholders represented in person or by proxy. As of the date of this Proxy Statement, the Sponsor holds approximately 76.2% of the Company’s outstanding shares of common stock and 100% of the Company’s outstanding shares of Class B common stock. Accordingly, the Sponsor will be able to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal even if no public shares are voted in favor of such proposals. | |
| What if I don’t want to vote “FOR” any of the proposals? | | | If you do not want If you do not want the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, or the Redemption Limitation Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to | |
| | | | redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal, the Section 242(b)(2) Amendment or the Redemption Limitation Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment. If the Extension Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. | |
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What happens if the Extension Amendment Proposal is not approved? | | | Our Board will abandon the Extension Amendment if our stockholders do not approve the Extension Amendment Proposal. | ||
If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination, including the TriSalus Business Combination, by | |||||
In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or Private Placement Warrants. | |||||
The Section 242(b)(2) Amendment Proposal and the Founder Share Amendment Proposal are cross-conditioned on the approval of the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved, even if the Section 242(b)(2) Amendment Proposal and the Founder Share Amendment Proposal are approved, the relevant amendments to the charter will not be implemented. | |
| What happens if the Redemption Limitation Amendment Proposal is not approved? | | | If there are insufficient votes to approve the Redemption Limitation Amendment Proposal, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Redemption Limitation Amendment. If the Redemption Limitation Amendment Proposal is not approved at the Meeting or at any adjournment thereof and following redemptions in connection with the Meeting, the Company doesn’t meet the Redemption Limitation, then the Extension Amendment will not be implemented and if the TriSalus Business Combination is not completed on or before June 22, 2023, then as contemplated by and in accordance with our charter, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of such net interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under the Delaware General Corporation Law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company dissolves and liquidates the Trust Account. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Extension and we will not redeem any public shares. In such case, public shares which a public stockholder elects to redeem but which are not redeemed shall be returned to such public stockholder or such public stockholder’s account and such public stockholder will retain the right to have their public shares redeemed for cash if the Company has not completed the TriSalus Business Combination by June 22, 2023. Additionally, if the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption in connection with consummation of the TriSalus Business Combination, the Redemption Limitation in the charter would prevent the Company from being able to consummate the TriSalus Business Combination even if all other conditions to closing are met or waived. | |
| If the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal are approved, what happens next? | | | We are seeking the Extension Amendment to provide us time to compete the TriSalus Business Combination. Our |
• negotiating and executing a definitive agreement and related agreements; | ||||
• completing proxy materials; |
• holding a special meeting to consider the TriSalus Business Combination. | ||||
We are seeking approval of the Extension Amendment Proposal because we | ||||
Upon approval of the Extension Amendment Proposal, We will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and our units, Class A common stock and public warrants will remain publicly traded. | ||||
If the Extension Amendment Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of our common stock held by the Sponsor and our directors and our officers as a result of their ownership of the Founder Shares. | ||||
Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders. In addition, we will not proceed with the Extension Amendment unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) if we will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the redemptions. | | |||
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What happens to the Company warrants if the Extension Amendment Proposal is not approved? | | | If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination, including the TriSalus Business Combination, by | |
| | | | charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our Business Combination | |
| What happens to the Company’s warrants if the Extension Amendment Proposal is approved? | | | If the Extension Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate the Business Combination until the Extended Date. The public warrants will remain outstanding and only become exercisable 30 days after the completion of the Business Combination, provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis). | |
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| Would I still be able to exercise my redemption rights if I vote “AGAINST” the Business Combination? | | | Unless you elect to redeem your public shares at this time, you will be able to vote on the TriSalus Business Combination when it is submitted to stockholders if you are a stockholder on the record date for a meeting to seek stockholder approval of the TriSalus Business Combination. If you disagree with the TriSalus Business Combination, you will retain your right to redeem your public shares upon consummation of the TriSalus Business Combination in connection with the stockholder vote to approve the TriSalus Business Combination, subject to any limitations set forth in our charter. | |
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| How do I attend the Meeting? | | | As a registered stockholder, you received a proxy card from Continental Stock Transfer & Trust Company. The form contains instructions on how to attend the Meeting including the URL address, along with your 12 digit control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock | |
| | | | Transfer & Trust Company contact information is as follows: If you do not have internet capabilities, you can listen only to the Meeting by dialing 800-450-7155 (toll-free) within the U.S. and Canada, or 857-999-9155 (standard rates apply) outside of the U.S. and Canada. When prompted, enter the pin number | |
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How do I change or revoke my vote? | | | You may change your vote by mailing a later-dated, signed proxy card to the Company at 48 Maple Avenue, Greenwich, CT 06830, | ||
Please note, however, that if on the record date, your shares were held not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Meeting and vote at the Meeting online, you must follow the instructions included with the enclosed proxy card. | |
| How are votes counted? | | | Extension Amendment Proposal, Founder Share Amendment Proposal and Redemption Limitation Amendment Proposal. The Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal must be approved by the affirmative vote of at least 65% of the outstanding shares of our common stock as of the record date, including the Founder Shares, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the Meeting or an abstention with respect to the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal will have the same effect as a vote “AGAINST” such proposal. vote “AGAINST” such proposal. Adjournment Proposal. The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a stockholder’s failure to vote by proxy or to vote | |
| | | | online at the Meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal. |
Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the | | |||
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If my shares are held in “street name,” will my broker automatically vote them for me? | | | No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name”, you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. | |
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| What is a quorum requirement? | | | A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the record date issued and outstanding and entitled to vote at the Meeting, present in person or represented by proxy, constitute a quorum. |
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the Meeting has power to adjourn the Meeting. As of the record date for the Meeting, | |
| Who can vote at the Meeting? | | | Only holders of record of our common stock at the close of business on |
Stockholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote online at the Meeting or vote by proxy. Whether or not you plan to attend the Meeting online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. | |
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| | Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Meeting unless you request and obtain a valid proxy from your broker or other agent. | | ||
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Does the Board recommend voting for the approval of the proposals? | | | Yes. After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment Proposal, the | ||
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| What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? | | | The Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of (i) 6,250,000 Founder Shares (purchased for $25,000) and 4,933,333 Private Placement Warrants (purchased for $7.4 million), which would expire worthless if our Business Combination, including the TriSalus Business Combination, is not consummated, (ii) unsecured promissory notes in the principal amount of up to | |
| | | | entitled to certain demand and piggyback registration rights as set forth in the Convertible Promissory Note. See the section entitled “The Extension Amendment Proposal — Interests of the Sponsor, Directors and Officers”. | |
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Do I have appraisal rights if I object to any of the proposals? | | | Our stockholders do not have appraisal rights in connection with the proposals under the DGCL. | ||
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| What do I need to do now? | | | We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card. | |
| How do I vote? | | | If you are a holder of record of our common stock, you may vote online at the Meeting or by submitting a proxy for the Meeting. Whether or not you plan to attend the Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Meeting and vote online if you have already voted by proxy. |
If your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Meeting unless you request and obtain a valid proxy from your broker or other agent. | | |||
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How do I redeem my shares of Class A common stock? | | | If the Extension is implemented, each of our public stockholders may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed business combination, or if we have not consummated the Business Combination by the Extended Date. | |
In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on | ||||
Continental Stock Transfer & Trust Company 1 State Street Plaza, 30thFloor New York, New York 10004 Attn: E-mail: | |
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What should I do if I receive more than one set of voting materials? | | | You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares. | |
| Who is paying for this proxy solicitation? | | | We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Morrow Sodali to assist in the solicitation of proxies for the Meeting. We have agreed to pay Morrow Sodali its customary fee in connection with such services in connection with the Meeting. We will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate the Business Combination if the Extension Amendment Proposal is approved, we do not expect such payments to have a material effect on our ability to consummate the Business Combination. | |
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Who can help answer my questions? | | | If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor, Morrow Sodali at: Morrow Sodali LLC 333 Ludlow Street, 5th Floor, South Tower Stamford, CT 06902 Individuals call toll-free (800) 662-5200 Banks and brokers call (203) 658-9400 E-mail: MTAC.info@investor.morrowsodali.com | | |
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| | You may also contact us at: MedTech Acquisition Corporation 48 Maple Avenue Greenwich, CT 06830 (908) 391-1288 | |||
You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information”. | |
● our ability to enter into a definitive agreement and related agreements;
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There are no assurances that the Extension will enable us
ApprovingCombination by the Extension involves a number of risks. EvenExtended Date, even if the Extension Amendment Proposal is approved by our stockholders, in which case, we would cease all operations except for the Company can provide no assurances thatpurpose of winding up and we would redeem our public shares and liquidate.
The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.
Certain of the procedures that we, a potential business combinationBusiness Combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing oura Business Combination, and the time required to consummate a transaction, and may constrain the circumstances under which we could complete thea Business Combination.
If we wereare deemed to be an investment company for purposes of the Investment Company Act, we maywould be forcedrequired to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete the Business Combinationa business combination and instead be required to liquidate the Company. To avoid that result, on or shortly prior to
SPAC Rule Proposals sets forth,relate, among other matters, to the circumstances in which a SPACSPACs such as usthe Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would havecriteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initiala business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
There is currently uncertainty concerning the applicability of
receive upon any redemption or our liquidation.
In addition, even prior to the 24-month anniversary of the effective date of our IPO Registration Statement,event that we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly,
We maybe a “foreign person,” we might not be able to complete thea Business Combination shouldwith a potential business combination beU.S. target company if such Business Combination is subject to any potentialU.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”). As a result, the pool of potential targets with which we could complete the Business Combination may be limited. In addition, the time necessary for any governmental, or regulatory reviewultimately prohibited.
Certain investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investorcombinations may be subject to review andor approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the Committee on Foreign Investmentevent that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit a Business Combination to be consummated with us, we may not be able to consummate a business combination with such target.
United States.
We do not believe that either
Although we do not believe we or the Sponsor are a “foreign person”, If CFIUS has jurisdiction over our Business Combination, CFIUS may take a different view and decide to block or delay a potential business combination,our Business Combination, impose conditions to mitigate national security concerns with respect to a potential business combination,such Business Combination or order us to divest all or a portion of a U.S. business of the potential combined company if we had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any potentialclearance. If we were considered to be a “foreign person,” foreign ownership bylimitations, and the Sponsor.potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain Business Combination opportunities that we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete thea Business Combination may be limited due to such regulatory restrictions. and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.
A new 1% U.S. federal excise tax couldmay be imposed on us in connection with our redemptions by us of our shares.
On August 16, 2022,shares in connection with a Business Combination or other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption (a “Redemption Event”).
in the same taxable year as a liquidation is completed will also be exempt from such tax. Accordingly, redemptions of our Public Shares in connection with the Extension may subject us to the excise tax, unless one of the two exceptions above apply. Redemptions would only occur if the Extension Amendment Proposal is approved by our stockholders and the Extension is implemented by the Board.
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There are currently 25,000,000
trustee.
registration rights as set forth in the Convertible Promissory Note.
The Company’s charter provides that
The Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon, consummation of the Business Combination. Additionally, our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that the Business Combination would be in the best interests of our stockholders and because we will not be able to conclude the Business Combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we havethe Company has to completeconsummate the Business Combination beyond December 22, 2022 to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the Business Combination.
We believe that the foregoing charter provision was included to protect the Company’s stockholders from having to sustain their investments for an unreasonably long period ifprovide the Company failedmore time to find a suitable business combination inconsummate the timeframe contemplated by the charter.
TriSalus Business Combination.
If the Extension Amendment Proposal is not approved and we do not consummate, a Business Combination, including the TriSalus Business Combination, by DecemberJune 22, 2022,2023, as contemplated by our IPO prospectus and in accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our Business Combination within 24 months following the IPO.by June 22, 2023. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.
In addition, we will not proceed with the Extension Amendment unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) if we will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the redemptions.
You are not being asked to vote on the TriSalus Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the TriSalus Business Combination, you will retain the right to vote on the TriSalus Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the TriSalus Business Combination is approved and completed or we have not consummated the TriSalus Business Combination by the Extended Date.
March 31, 2023.
Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on [●], 2022June 8, 2023 (two business days before the Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public stockholder tenders its shares and decides prior to the vote at the Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.
approximately $10.32.
Vote Required for Approval
The affirmative vote by holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares, is required to approve the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved, the Extension Amendment will not be implemented and, if the Business Combination has not been consummated by December 22, 2022, the Company will be required by its charter to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our Business Combination. Therefore, our Board will abandon and not implement such amendment unless our stockholders approve the Extension Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.
The Sponsor and all of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment Proposal. On the record date, the Sponsor and our directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote an aggregate of 6,250,000 Founder Shares, representing approximately 20.0% of the Company’s issued and outstanding shares of common stock. The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of Class A common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.
Interests of the Sponsor, Directors and Officers
The Board’s Reasons for the Extension Amendment Proposal and Its Recommendation
As discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Extension Amendment Proposal and recommends that you vote “FOR” such proposal.
Our charter provides that the Company has until December 22, 2022 to complete the purposes of the Company including, but not limited to, effecting the Business Combination under its terms.
Our charter states that if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete the Business Combination before December 22, 2022, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. We believe that this charter provision was included to protect the Company’s stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.
In addition, the Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon the consummation of, a business combination. Because we continue to believe that the Business Combination would be in the best interests of our stockholders and because we will not be able to conclude the Business Combination within 24 months following the IPO, the Board has determined to seek stockholder approval to extend the date by which we have to complete the Business Combination beyond December 22, 2022 to the Extended Date.
After careful consideration
stockholder vote on the Extension Amendment.
At the Meeting, four Class I directors will be elected toprovisions of Section 242(b)(2) of the Company’s Board to serve for the ensuing two-year period or until a successor is elected and qualified or their earlier resignation or removal. The board has nominated Messrs. Karti, Roche, Thaure and Aguero for election as Class I directors. The biographies of Messrs. Karti, Roche, Thaure and Aguero are set forth below.
DGCL.
shares. See “
The Extension Amendment Proposal — Redemption Rights” for more information.affirmative vote of the holders of a majority of the shares of Class A common stock outstanding, voting separately as a single class.
Information About Executive Officers, Directors and Nominees
If
The experienceclosing of our directors and executive officersa Business Combination at the option of a holder of Class B common stock, given it is as follows:
Karim Karti has served as Chairman of our Board since December 2020. Mr. Karti has also been a director of Rockley Photonics (NYSE: RKLY) since August 2021. Mr. Karti began serving as Chief Executive Officer of SchemaView, Inc., which operates as RapidAI, in January 2022 and has been a director of Rockley Photonics (NYSE: RKLY) since August 2021. Mr. Karti is a highly experienced healthcare executive. He was the Chief Operating Officer of iRhythm Technologies, Inc. (Nasdaq: IRTC), a digital healthcare company, from July 2018 until March 2020, and was instrumental in launching new products and developing alliances with leading industry participants, including Verily Life Sciences, LLC, a subsidiary of Alphabet Inc. Mr. Karti previously was an officer of General Electric Company (NYSE: GE) (“GE”), where he worked for 22 years and most recently served as President and Chief Executive Officer of the GE Healthcare Imaging division from 2016necessary to 2018. He also served as Chief Marketing Officerallow for the GE Healthcare division from 2012 to 2015, as well asFounder Conversion and assist the President and Chief Executive Officer of GE Healthcare Emerging Markets and GE Healthcare Korea from 2009 to 2012. Mr. Karti initially was a member of the corporate audit and M&A teams at GE from 1996 to 2000, and started his career with The Procter & Gamble Company (NYSE: PG) in Brand Management in 1993. He has served on the board of directors of Braid Health, Inc. since February 2021. He received his undergraduate degree from Ecole Centrale de Lyon and completed the entrepreneurship program at Ecole Superieure de Commerce de Lyon in 1992. Our Board has determined that Mr. Karti’s significant experience as a public company healthcare executive qualifies him to serve as a member of our Board.
Christopher C. Dewey has served as our Chief Executive Officer and director since September 2020. He has significant experience with medical devices and has been a Managing Director of Ceros since 2019. Mr. Dewey was a founding board member of MAKO Surgical Corp. (“MAKO”), a transformational robotic surgical company, where he served on the board from its founding in 2004 until its $1.65 billion sale to Stryker Corporation in 2013 and held positions on the audit and compensation committees. He has been a founding investor and/or board member of many medical technology startups, including: Auris Surgical Robotics, Inc. (board member from 2012 to 2014), PROCEPT BioRobotics Corp., ShockWave Medical, Inc. (Nasdaq: SWAV) (board member from 2011 to 2014), OrthoSensor, Inc. (board member from 2009 to 2014 and 2019 until the sale of the company to Stryker Corporation in 2020), DermaSensor, Inc. (board member from 2011 to present), Heru, Inc. (board observer from 2019 to present), Cephea Valve Technologies, Inc. (board member from 2013 to 2019), GI Windows Corp., HistoSonics, Inc., Magic Leap, Inc., Memic Innovative Surgery, Inc. (advisor to the board from 2017 to 2021), MIVI Neuroscience, Inc. (board member from 2018 to present), Potrero Medical, Inc., Pristine Surgical, LLC, TriFlo Cardiovascular Inc. (board member from 2019 to present), and Obvius Robotics, Inc. since March 2021. From 1966 to 1979, Mr. Dewey was a Founder and President of The Cannon Group, Inc. (i.e., Cannon Films), which was the one of the first independent film companies to finance, produce and distribute motion pictures worldwide. He also has had a successful career on Wall Street serving as Executive Vice President and Head of High Yield Sales at Jefferies & Co. from 1994 until 2007, and subsequently was Vice Chairman of National Securities Corp. from 2007 until 2011. Mr. Dewey was a Partner and Institutional Sales Manager in High Yield Fixed Income at Bear, Stearns & Co. from 1980 to 1990, and Managing Partner of Scully Brothers & Foss/The Marion Group, L.P. until 1994. He holds an MBA from The Wharton Graduate School of Business. Our Board has determined that Mr. Dewey’s experience as director of medical technology companies, including public company experience, qualifies him to serve as a member of our Board.
David J. Matlin has served as our Chief Financial Officer and director since September 2020. Mr. Matlin was also the co-founder and Chief Executive Officer of MatlinPatterson Global Advisers LLC (“MatlinPatterson”), a distressed securities investment manager, which he co-founded in July 2002, through 2021. Mr. Matlin was also Chief Executive Officer of MatlinPatterson Asset Management L.P. and its operating joint venture affiliates that managed non-distressed credit strategies, from 2015 to 2018. Prior to forming MatlinPatterson, Mr. Matlin was a Managing Director at Credit Suisse, and headed their Global Distressed Securities Group upon its inception in 1994. Mr. Matlin was also a Managing Director and a founding partner of Merrion Group, L.P., an investment advisory firm, from 1988 to 1994. He began his career as a securities analyst at Halcyon Investments from 1986 to 1988. Mr. Matlin also serves on the board of directors of US Well Services Inc. (Nasdaq: USWS) (formerly Matlin & Partners Acquisition Corporation) and was Chief Executive Officer and Chairman of the company prior to its business combination with US Well Services LLC. He also serves on the boards of directors of Dermasensor, Inc. and Pristine Surgical LLC, which are medical device manufacturers. Mr. Matlin has served on the board of directors of Clene, Inc. (Nasdaq: CLNN), a biopharmaceutical manufacturer, since December 2020, and has served as the Chairman of its Board of Directors since May 2021. Since 2020, he has served on the board of Traffk, LLC, an insurance-based data analytics company, and since July 2021, he has served on the board of Empyrean Neuroscience, a biotechnology company. Previously, he served on the board of directors of Flagstar Bank FSB, a federally charted savings bank, and Flagstar Bancorp, Inc. (NYSE: FBC), a savings and loan holding company from 2009 to May 2021, CalAtlantic Group, Inc. (NYSE: CAA), a U.S. homebuilder, from 2009 to 2018, Global Aviation Holdings, Inc., an air charter company, from 2006 to 2012, and Huntsman Corporation (NYSE: HUN), a U.S. chemicals manufacturer, between 2005 and 2007 and Orthosensor, Inc. until the sale of the company to Stryker Corporation in December 2020. Mr. Matlin holds a JD degree from the Law School of the University of California at Los Angeles and a BS in Economics from the Wharton School of the University of Pennsylvania. Our Board has determined that Mr. Matlin’s significant public company board experience qualifies him to serve as a member of our Board.
Robert H. Weiss has served as our Chief Administrative Officer and Secretary since September 2020. Mr. Weiss was General Counsel and a Partner of MatlinPatterson Global Advisers LLC and its affiliates from 2002 until 2020. Prior to joining MatlinPatterson in 2002, Mr. Weiss was a Managing Director at Deutsche Asset Management, where he was responsible for hedge fund and fund-of-funds administration, accounting, and product-related legal and compliance functions from 1996 to 2002. From 1991 to 1996, Mr. Weiss was General Counsel to Moore Capital Management, Inc. and Senior Vice President within the futures and managed futures business of Lehman Brothers from 1989 to 1991, as well as Associate General Counsel from 1986 to 1989. Mr. Weiss began his career in the legal department of futures commission merchant Johnson Matthey & Wallace, Inc. in 1983. Mr. Weiss holds a JD degree from Hofstra Law School and an AB cum laude in Political Science from Vassar College.
Martin W. Roche, MD has served as our director since December 2020. He is a practicing orthopedic surgeon specializing in robotic and sensor assisted knee surgery at Holy-Cross Hospital in Fort Lauderdale, Florida since 1996, and is Director of Arthroplasty for the “Hospital for Special Surgery Florida”. He serves as a member of the American and European Knee Society. Dr. Roche was the designing surgeon and performed the first robotic assisted Makoplasty partial and total knee arthroplasty. He has published and lectured extensively in the field of orthopedics and holds over 100 patents focused on medical technology. He was the founder of OrthoSensor, Inc. and served as its Chief Medical Officer and director from 2008 until the sale of the company to Stryker Corporation in December 2020. He is a consultant to Stryker Orthopedics and Pristine Surgical, LLC. He received his MD in Biology from University College Cork in Ireland, and completed his Orthopedic Residency at Jackson Memorial Hospital in Miami, Florida. Our Board has determined that Dr. Roche’s expertise in the medical technology field and director experience qualifies him to serve as a member of our Board.
Thierry Thaure has served as our director since March 2021. Mr. Thaure has over 35 years of experience in medical device technology as an entrepreneur, senior executive and director. Since 2019, Mr. Thaure has been Chief Executive Officer and a Director of Triflo Cardiovascular, Inc., a company that is developing a technology for the treatment of tricuspid regurgitation. From 2012 to 2019, he was co-Founder and Chief Executive Officer of Cephea Valve Technologies, Inc., a company that developed a percutaneous mitral valve replacement technology and was purchased by Abbott Laboratories in 2019. Previously, he served as Chief Executive Officer from 2004 to 2011 of EndoGastric Solutions, Inc., a medical technology company that develops incisionless transoral procedures for the treatment of GERD, Senior Vice President and General Manager from 2001 to 2004 of Accuray, Inc. (Nasdaq: ARAY), a leader in radiosurgery which he helped take public, and was founding Vice President of Sales & Marketing from 1997 to 2001 at Intuitive Surgical, Inc. (Nasdaq: ISRG), a medical robotics company designing products to improve clinical outcomes of patients through minimally invasive surgery. Prior to that, Mr. Thaure held engineering, marketing and business development roles at Guidant Corp. and American Hospital Supply Corp. in their cardiovascular divisions. During his career, Mr. Thaure has served as board member for several public and private companies, including Pulse Biosciences, Inc. (Nasdaq: PLSE) from 2015 to 2017, where he served on its Compensation and Governance Committees, and was Chairman of its Audit Committee. He also served on the following private company boards: Mauna Kea Technologies Inc. from 2001 to 2012, Aquyre Bioscience Inc. since 2019, and FlexDex Inc from 2019 to 2020 and has served on the board of GT Metabolic Solutions, Inc. since May 2020. Mr. Thaure holds a B.S. in Chemistry and Biomedical Engineering from Duke University and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University. Our Board has determined that Mr. Thaure’s experience as a director of medical technology companies, including public company experience, qualifies him to serve as a member of our Board.
Manuel Aguero has served as our director since April 2021. Mr. Aguero has over 38 years of experience in the healthcare industry, including seven years at Johnson & Johnson’s Surgikos division (1984 to 1990) where he held positions of increasing responsibility including sales, marketing, and management, rising from a territorial sales position to becoming Director of Sales Training. Mr. Aguero co-founded and has been President of QMed Corporation, a medical device distribution company since its inception in 1990. He also has served on the board of its affiliate, Phoenix Healthcare Solutions, a leading medical manufacturing company, since 2012. Mr. Aguero was an early stage investor and has served on the board of directors of Veterans Healthcare Supply Solutions since 2011. He also served on the board of Orthosensor Inc., a leader in orthopedic sensor technologies, from 2010 until its sale to Stryker in 2020. Mr. Aguero graduated with Honors from The University of Florida with a BSBA in Business Finance. Our Board has determined that Mr. Aguero’s experience as a director of medical technology companies qualifies him to serve as a member of our Board.
David A. Treadwell has served as our director since April 2021. Mr. Treadwell has been a director of Visteon, an automotive supplier focused on cockpit electronics, since August 2012. He has also served on the boards of Flagstar Bank, Inc. (NYSE: FBC), a $27 billion regional bank, since 2009 and U.S. Well Services, Inc. (Nasdaq: USWS) (formerly known as Matlin & Partners Acquisition Corporation prior to its merger with U.S. Well Services LLC), a high-pressure hydraulic fracturing supplier, since 2018. Mr. Treadwell also serves as Chairman of Tweddle Group, a provider of automotive owner manuals/information, since September 2018; and Chairman of AGY, LLC, a producer of high-tech glass fiber for a variety of global applications, since July 2013. Mr. Treadwell has served on the boards of several other public and private companies. Mr. Treadwell served as President and Chief Executive Officer of EP Management Corporation, formerly known as EaglePicher Corporation, a diversified industrial group, from August 2006 to September 2011. Mr. Treadwell was EaglePicher’s Chief Operating Officer from June 2005 to July 2006. EaglePicher Corporation included EP Medical Batteries, which developed and supplied implantable medical batteries. Prior to that, he served as Oxford Automotive’s Chief Executive Officer from 2004 to 2005. Mr. Treadwell graduated from University of Michigan in 1976 with high honors, BBA in Business. Our Board has determined that Mr. Treadwell’s public company board experience qualifies him to serve as a member of our Board.
Corporate Governance Matters
Number and Terms of Office of Officers and Directors
Our Board consists of seven members and is divided into two classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following ourapplicable continued listing on Nasdaq. The term of office of the first class of directors, consisting of Messrs. Karti, Roche, Thaure and Aguero will expire at the Meeting. The term of office of the second class of directors, consisting of Messrs. Matlin, Treadwell and Dewey, will expire at the second annual meeting of stockholders.
Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint officers set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the Board.
Committees of the Board of Directors
Our Board has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that complies with Nasdaq rules, has been approved by our Board and has the composition and responsibilities described below.
Audit Committee
We have established an audit committee of the Board. Messrs. Thaure, Karti and Aguero serve as members of our audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Thaure, Karti, and Aguero meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our Board has determined that Mr. Thaure qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We have adopted an audit committee charter, which details the principal functions of the audit committee, including:
Audit Committee Report*
The Audit Committee assists the Board with its oversight responsibilities regarding the Company’s financial reporting process. The Company’s management is responsible for the preparation, presentation and integrity of the Company’s financial statements and the reporting process, including the Company’s accounting policies, internal control over financial reporting and disclosure controls and procedures. WithumSmith+Brown, PC, the Company’s independent registered public accounting firm, is responsible for performing an audit of the Company’s financial statements.
We have reviewed and discussed with management and WithumSmith+Brown, PC the Company’s audited financial statements. We discussed with WithumSmith+Brown, PC the overall scope and plans of their audit. We met with WithumSmith+Brown, PC, with and without management present, to discuss the results of its examinations, its evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
With regard to the fiscal year ended December 31, 2021, the Audit Committee (i) reviewed and discussed with management the Company’s audited financial statements as of December 31, 2021, and for the year then ended; (ii) discussed with WithumSmith+Brown, PC the matters required by Public Company Accounting Oversight Board (PCAOB) and the SEC; (iii) received the written disclosures and the letter from WithumSmith+Brown, PC required by applicable requirements of the PCAOB regarding WithumSmith+Brown, PC’s communicationsNasdaq Stock Market LLC following any stockholder redemptions in connection with the Audit Committee regarding independence; and (iv) discussed with WithumSmith+Brown, PC on their independence.
Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the SEC.
Ivan Delevic (Chair)**
Karim Karti
Manuel Aguero
Compensation Committee
We have established a compensation committee of the Board. Mr. Roche and Mr. Aguero serve as members of our compensation committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Mr. Aguero chairs the compensation committee.
We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:
Notwithstanding the foregoing, other than the amount payable to our Sponsor of $10,000 per month for office space, utilities and secretarial and administrative support, reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of the Business Combination. Accordingly, itA copy of the proposed amendment to the charter is likely that priorattached to this Proxy Statement in
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the adviceholders of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversightat least 65% of the workCompany’s outstanding shares of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee considers the independence of each such adviser,common stock, including the factors required by the Nasdaq and the SEC.
Director Nominations
We do not haveFounder Shares, voting as a standing nominating committee though we intend to form a corporate governance and nominating committee as and whensingle class, is required to do soapprove the Founder Share Amendment Proposal.
TheBoard
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifyingfinancial and evaluating nominees for director, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the bestpersonal interests of our stockholders.
Codedirectors and officers may result in a conflict of Ethics
We have adopted a Codeinterest on the part of Ethics applicable to our directors, officers and employees. You are able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copyone or more of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2021, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.
Audit Fees
Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by WithumSmith+Brown, PC in connection with regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for professional services rendered for the audit of our annual financial statements, review of the financial information included in our required filings with the SEC for the year ended December 31, 2021 totaled $153,985 and for the period from September 11, 2020 (inception) through December 31, 2020 totaled $77,765. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
Audit-Related Fees
Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. The aggregate fees paid for these services total $0. We did not pay WithumSmith+Brown, PC for consultations concerning financial accounting and reporting standards during the years ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020.
Tax Fees
We paid WithumSmith+Brown, PC $5,665 and $5,870 for the preparation of tax returns for the year ended December 31, 2021 and for the period from September 21, 2020 (inception) through December 31, 2020, respectively.
All Other Fees
We did not pay WithumSmith+Brown, PC for other services for the years ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020.
Pre-Approval Policy
Our audit committee was formed upon the effectiveness of the registration statement for our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
Executive Officer and Director Compensation
None of our officers has received any cash compensation for services rendered to us. We accrue $10,000 per month for office space, utilities and secretarial and administrative support payable to our Sponsor. Upon completion of our Business Combination or our liquidation, we will cease paying these monthly fees. Other than as set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our officers and directors or their respective affiliates prior to,officers between what he, she or in connection with any services rendered in order to effectuate, the consummation of our Business Combination (regardless of the type of transaction that it is). However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We do not have a policy that prohibits our Sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to the Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating the Business Combination.
After the completion of our Business Combination, directors or members of our management team who remain with usthey may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer documents furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of our management. Itbelieve is unlikely the amount of such compensation will be known at the time of the Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our Business Combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
On September 11, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock for an aggregate price of $25,000. In December 2020, the Company effected a stock dividend for 0.1 shares for each share of Class B common stock outstanding, resulting in 6,325,000 Founder Shares outstanding. As a result of the partial over-allotment exercised by the underwriters of the IPO, 75,000 shares of Class B common stock were forfeited, and no shares remain subject to forfeiture.
Our Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $7,400,000 in a private placement that occurred simultaneously with the closing of our IPO. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our Business Combination.
On December 30, 2021, the Company issued an unsecured promissory note to the Sponsor (the “2021 Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $544,000. The 2021 Promissory Note is non-interest bearing. No amount shall be due under the 2021 Promissory Note if the Business Combination is not consummated on or before December 22, 2022. As of June 30, 2022, there was $544,000 outstanding under the 2021 Promissory Note.
On January 28, 2022, the Company issued an unsecured promissory note to the Sponsor (the “2022 Promissory Note”) in principal amount of up to $400,000. The 2022 Promissory Note is non-interest bearing. No amount shall be due under the 2022 Promissory Note if the Business Combination is not consummated on or before December 22, 2022. As of June 30, 2022, there was $400,000 outstanding under the 2022 Promissory Note.
In order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of the Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On May 24, 2022, the Company issued a promissory note in the principal amount of up to $1,500,000 to the Sponsor for working capital requirements and payment of certain expenses in connection the Company’s Business Combination (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and payable on the earlier of (i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one share of Class A common stock of the Company (the “Conversion Warrants”), equal to: (x) the portion of the principal amount of this Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The Conversion Warrants and their underlying securities are entitled to certain demand and piggyback registration rights as set forth in the Convertible Promissory Note. As of June 30, 2022 and December 31, 2021, the Company had $500,000 and $0 borrowings under the Working Capital Loans. The Convertible Promissory Note was valued using the fair value method. There was no change in the fair value of the Convertible Promissory Note for the three and six months ended June 30, 2022.
We currently utilize office space at 48 Maple Avenue, Greenwich, CT 06830 from our Sponsor. We pay our Sponsor $10,000 per month for office space, administrative and shared personnel support services provided to members of our management team. Upon completion of our Business Combination or our liquidation, we will cease paying these monthly fees.
Except as otherwise disclosed in this Proxy Statement, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our Business Combination will be made using funds held outside the Trust Account.
We have entered into a registration rights agreement with respect to the Founder Shares and Private Placement Warrants.
Policy for Approval of Related Party Transactions
The audit committee of our Board has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the companyCompany and its stockholders and (v)what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the effectproposals. See the section entitled “
Consequences if the2023.
same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.
Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. If you do not want the Adjournment Proposal approved, you must vote “AGAINST” the Adjournment Proposal.
Class A Common Stock | Class B Common Stock | |||||||||||||||||||
Number of | Number of | Approximate | ||||||||||||||||||
Shares | Approximate | Shares | Approximate | Percentage | ||||||||||||||||
Beneficially | Percentage | Beneficially | Percentage | of Outstanding | ||||||||||||||||
Name and Address of Beneficial Owner (1) | Owned | of Class | Owned(2) | of Class | Common Stock | |||||||||||||||
Directors and Executive Officers | ||||||||||||||||||||
Christopher C. Dewey (3) | — | — | 6,250,000 | 100.0 | % | 20.0 | % | |||||||||||||
David J. Matlin (3) | — | — | 6,250,000 | 100.0 | % | 20.0 | % | |||||||||||||
Robert H. Weiss | — | — | — | — | — | |||||||||||||||
Karim Karti | — | — | — | — | — | |||||||||||||||
Martin W. Roche, MD | — | — | — | — | — | |||||||||||||||
Thierry Thaure | — | — | — | — | — | |||||||||||||||
Manny Aguero | — | — | — | — | — | |||||||||||||||
David Treadwell | — | — | — | — | — | |||||||||||||||
All executive officers and directors as a group (eight individuals) | — | — | 6,250,000 | 100.0 | % | 20.0 | % | |||||||||||||
Five Percent or More Stockholders | ||||||||||||||||||||
MedTech Acquisition Sponsor LLC (3) | — | — | 6,250,000 | 100.0 | % | 20.0 | % | |||||||||||||
BlackRock, Inc. (4) | 2,728,951 | 10.9 | % | — | — | 8.7 | % | |||||||||||||
Hartree Partners, LP (5) | 1,727,205 | 6.9 | % | — | — | 5.5 | % | |||||||||||||
Wellington Management Group LLP (6) | 1,847,443 | 7.4 | % | — | — | 5.9 | % | |||||||||||||
Magnetar Financial LLC (7) | 1,704,950 | 6.8 | % | — | — | 5.5 | % |
| | | Class A Common Stock | | | Class B Common Stock | | | | | | | | | ||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned (2) | | | Approximate Percentage of Class | | | Approximate Percentage of Outstanding Common Stock | | | | | |||||||||||||||
Directors and Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Christopher C. Dewey(3) | | | | | — | | | | | | — | | | | | | 6,250,000 | | | | | | 100.0% | | | | | | 76.2% | | | | ||
David J. Matlin(3) | | | | | — | | | | | | — | | | | | | 6,250,000 | | | | | | 100.0% | | | | | | 76.2% | | | | ||
Robert H. Weiss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
Karim Karti | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
Martin W. Roche, MD | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
Thierry Thaure | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
Manny Aguero | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
David Treadwell | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
All executive officers and directors as a group (8 individuals) | | | | | — | | | | | | — | | | | | | 6,250,000 | | | | | | 100.0% | | | | | | 76.2% | | | | ||
Five Percent or More Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
MedTech Acquisition Sponsor LLC(3) | | | | | — | | | | | | — | | | | | | 6,250,000 | | | | | | 100.0% | | | | | | 76.2% | | | | ||
Magnetar Funds and Managed Account(4) | | | | | 1,145,833 | | | | | | 58.7% | | | | | | — | | | | | | — | | | | | | 14.0% | | | |
For any proposal
Annex A-1
PRELIMINARY PROXY CARD — SUBJECT
THE
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the notice and Proxy Statement, dated [●], 2022,May 24, 2023, in connection with the special meeting in lieu of annual meeting of stockholders of MedTech Acquisition Corporation (the “Company”) and at any adjournments thereof (the “Meeting”) to be held at 10:9:00 a.m. Eastern Time on [●], 2022June 12, 2023 as a virtual meeting for the sole purpose of considering and voting upon the following proposals, and hereby appoints [●]Christopher C. Dewey and [●],David J. Matlin, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the common stock of the Company registered in the name provided, which the undersigned is entitled to vote at the Meeting and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement.
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSAL 1, PROPOSAL 2, PROPOSAL 3, PROPOSAL 4 AND PROPOSAL | | | Please mark | |
| |||||||||||
Proposal 1 | | FOR | | AGAINST | | | ABSTAIN | | |||
| |||||||||||
Amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from | | ☐ | | | | ☐ | | ||||
| Proposal 2 — Section 242(b)(2) Amendment Proposal | | | FOR | | | AGAINST | | | ABSTAIN | |
| Amend the Company’s amended and restated certificate of incorporation such that subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s capital stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law. | | | ☐ | | | ☐ | | | ☐ | |
| Proposal | | FOR | | AGAINST | | | ABSTAIN | | ||
| Amend the Company’s amended and restated certificate of incorporation to provide for the right of the holder of the Company’s Class B common stock, par value $0.0001 per share, to convert into Class A common stock, par value $0.0001 per share, on a one-for-one basis at any time prior to the closing of a Business Combination at the option of the holder of Class B common stock. | | | ☐ | | | ☐ | | | ☐ | |
Proposal 4 — Redemption Limitation Amendment Proposal | | | FOR | | | AGAINST | | | ABSTAIN | | |
| Amend the Company’s amended and restated certificate of incorporation to eliminate from the charter the limitation that the Company may not redeem public shares (as defined below) to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation. | | | ☐ | | | ☐ | | | ☐ | |
Proposal 5 — Adjournment Proposal | | | | AGAINST | | | ABSTAIN | | |||
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Adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1, Proposal 2, Proposal 3 or Proposal | | ☐ | | | | ☐ | |