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 MAY 9, 2023
MedTech Acquisition Corporation
48 Maple Avenue
Greenwich, CT 06830
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| May 24, 2023 | | | By Order of the Board of Directors | |
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| | | | /s/ Karim Karti Karim Karti Chairman of the Board | |
Based on
If the Section 242(b)(2) Amendment Proposal is approved, the number of our authorized shares of common 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 common stock of the Company entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL.
If the Founder Share Amendment Proposal is approved, it will enable our Sponsor, at its option, to convert the Founder Shares into shares of Class A common stock on a one-for-one basis at any time priorterms acceptable to the closing of a Business Combination, which will give the Company further flexibility to meet applicable continued listing requirements of the Nasdaq Stock Market LLC following any stockholder redemptions in connection with the Extensionparties or the consummation of the Business Combination.
The Sponsor has informed us that the Sponsor may elect to convert up to 6,249,999 Founder Shares held by it into shares of Class A common stock on a one-for-one basis (the “Founder Conversion”), and consequently, following the Founder Conversion, our Sponsor will continue to own at least one (1) share of the Class B common stock. For purposes of this proxy statement, where the context warrants, the shares of Class A common stock that could be issued to our Sponsor in connection with the Founder Conversion and the remaining, unconverted share(s) of Class B common stock continued to be owned by our Sponsor shall also be the “Founder Shares” following the Founder Conversion. The Sponsor has agreed to take such actions as appropriate to provide that the shares of Class A common stock following the Founder Conversion will be subject to the same restrictions as the Founder Shares were subject to before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for our initial public offering. The Founder Shares are entitled to registration rights. Our Sponsor has informed us that it may consummate the Founder Conversion, in part, on the basis that having additional shares of our Class A common stock issued and outstanding may 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.
If the Redemption Limitation Amendment Proposal is approved, even if redemptions of the public shares would cause the Company to exceed the Redemption Limitation, we will be able to proceed with such redemptions.
The Adjournment Proposal, if adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals.
If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination, including the TriSalus Business Combination, by June 22, 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 by June 22, 2023. 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.
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 Amendment 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 stockholders or such public stockholders’ account and such public stockholder will retain the right to have their public shares redeemed for cash if we do not completed a Business Combination by June 22, 2023.
The affirmative vote of at least 65% of our outstanding shares of common stock, including the Founder Shares, will be required to approve each of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal. 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. 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.
Approval of the Section 242(b)(2) Amendment Proposal requires the affirmative vote of a majority of our issued and outstanding shares of common stock, voting together as a single class, the affirmative vote of the holders of a majority of the shares of Class B common stock outstanding, voting separately as a single class, and the affirmative vote of the holders of a majority of the shares of Class A common stock outstanding, voting separately as a single class.
Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders represented in person or by proxy at the Meeting.
Our Board has fixed the close of business on April 28, 2023 as the date for determining the Company’s stockholders entitled to receive notice of and vote at the Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Meeting or any adjournment thereof.
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.
After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal, and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
Under Delaware law and the Company’s bylaws, no other business may be transacted at the Meeting.
Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal, the Adjournment Proposal and the Meeting. Whether or not you plan to attend the Meeting, we urge you to read this material carefully and vote your shares.
Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Meeting. If you are a stockholder of record, you may also cast your vote online at the Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Section 242(b)(2) Amendment Proposal and the Redemption Limitation Amendment Proposal, and an abstention will have the same effect as voting “AGAINST” the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Section 242(b)(2) Amendment Proposal, and the Redemption Limitation Amendment Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast for the Adjournment Proposal and will have no effect on the outcome of the vote on the Adjournment Proposal. Failure to vote by proxy or to vote in person at the Meeting will have no effect on the outcome of the vote on the Adjournment Proposal if a valid quorum is established.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on [●], 2023: The notice of meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/medtechacquisition/2023.
MedTech Acquisition Corporation48 Maple AvenueGreenwich, CT 06830
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
The special meeting, which we refer to as the “Meeting”, of stockholders of MedTech Acquisition Corporation, which we refer to as “we”, “us”, “our” or the “Company”, will be held at 10:00 a.m. Eastern Time on [●], 2023 as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Meeting via a live webcast available at https://www.cstproxy.com/medtechacquisition/2023. Meeting will be held for the sole purpose of considering and voting upon the following proposals:
Each of the proposals is more fully described in the accompanying Proxy Statement.
On November 11, 2022, we entered into an Agreement and Plan of Merger (as amended, the “TriSalus Merger Agreement”) with MTAC Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and TriSalus Life Sciences, Inc., a Delaware corporation (“TriSalus”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into TriSalus (the “Merger”), with TriSalus surviving the Merger as our wholly owned subsidiary, and with TriSalus’ equity holders receiving shares of our common stock, par value $0.0001 per share (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “TriSalus Business Combination”). Upon consummation of the TriSalus Business Combination, we will be renamed “TriSalus Life Sciences, Inc.” For more information about TriSalus Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022, as well as the Registration Statement on Form S-4, as amended, initially filed with the SEC on January 6, 2023 (the “TriSalus Registration Statement”). The TriSalus Registration Statement is not yet effective.
We originally had up to 24 months from the closing of our initial public offering, or until December 22, 2022, to consummate an initial business combination (the “Business Combination”). At the special meeting of our stockholders held on December 12, 2022, our stockholders approved an amendment to our charter to extend the date by which we must consummate our Business Combination from December 22, 2022 to June 22, 2023 (or such earlier date as determined by our Board). While we are using our best efforts to complete the TriSalus Business Combination as soon as practicable, our Board currently believes that there will 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 our stockholders to extend the date by which the Company has to consummate the Business Combination to the Extended Date in order to provide the Company more time to consummate the TriSalus Business Combination. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the TriSalus Business Combination.
Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension Amendment. 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. The Company cannot predict the amount that will remain in the Trust Account following the redemptions if the Extension Amendment Proposal is approved, and the amount remaining in the trust account may be significantly less than the approximately $20.2 million that was in the trust account as of March 31, 2023.
The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the TriSalus Business Combination.
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 (as defined below) and assist the Company in meeting applicable continued listing requirements of the Nasdaq Stock Market LLC. The Sponsor has informed us that the Sponsor may convert up to 6,249,999 shares of the Class B common stock held by it into shares of Class A common stock on a one-for-one basis (the “Founder Conversion”), and consequently, following the Founder Conversion, our Sponsor will continue to own at least one (1) share of the Class B common stock. For purposes of this proxy statement, where the context warrants, the shares of Class A common stock that could be issued to our Sponsor in connection with the Founder Conversion and the remaining, unconverted share(s) of Class B common stock continued to be owned by our Sponsor shall also be the “Founder Shares” following the Founder Conversion. The Sponsor has agreed to take such actions as appropriate to provide that the Founder Shares following the Founder Conversion will be subject to the same restrictions as the Class B common stock were subject to before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for our initial public offering. The Founder Shares are entitled to registration rights. Our Sponsor has informed us that it may consummate the Founder Conversion, in part, on the basis that having additional shares of our Class A common stock issued and outstanding may 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.
In connection with the Extension Amendment Proposal, public stockholders may elect to redeem their 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. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the 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 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.
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 [●], 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.
If the Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor and/or its designees have agreed to contribute to us (i) $0.04 (such amount, the “Monthly Amount”) for each public share that is not redeemed (the “Initial Contribution”) plus (ii) if the Business Combination is not consummated by June 22, 2023, the Monthly Amount for each calendar month (commencing on June 23, 2023 and ending on the 22nd day of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination until September 22, 2023 (the “Additional Contributions” and, collectively with the Initial Contribution, the “Extension Contributions”). Accordingly, the amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination. 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 share that is not redeemed. In connection with the TriSalus Merger Agreement, TriSalus has agreed to pay for 50% of the costs incurred by the Company in connection with the preparation and filing of applicable proxy materials and the holding of the Meeting (TriSalus’ portion of such fees, the “TriSalus Extension Fees”) and 50% of the Extension Contributions with the remainder to be funded by the Sponsor and/or its designee in the form of a loan to the Company, provided that TriSalus’ obligation to pay the TriSalus Extension Fees and its portion of the Extension Contributions will terminate immediately at the earliest to occur of (i) the closing date of the TriSalus Business Combination, and (ii) the valid termination of the Merger Agreement. Upon such termination, the Company will have no obligation to repay the TriSalus Extension Fees and any portion of the Extension Contributions paid by TriSalus. Assuming the Extension Amendment Proposal is approved and the Board implements the Extension, the Initial Contribution will be deposited in the Trust Account promptly following the Meeting. Each Additional Contribution will be deposited in the Trust Account within seven calendar days from the 22nd of such calendar month (or portion thereof). The Extension Contributions are conditioned upon the implementation of the Extension Amendment. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and the Company takes the full time through September 22, 2023 to complete the Business Combination, based on the funds in the Trust Account as of March 31, 2023, we estimate that the redemption amount per share at the meeting for such Business Combination or the Company’s subsequent liquidation is estimated to be approximately $10.55 per share (adjusted for interest earned on funds held in the Trust Account not previously released to us to pay our taxes (and less up to $100,000 for dissolution expenses in the event of our dissolution) divided by the number of public shares outstanding on the date of determination) in comparison to the amount of approximately $10.35 per share based on the funds in the trust account as of March 31, 2023. The Extension Contributions will not occur if the Extension Amendment Proposal is not approved or the Extension is not completed. The amount of the loans extended by the Sponsor and/or its designees to fund the Extension Contributions (the “Extension Loans”) will not bear interest and will be repayable by us to the Sponsor and/or its designees upon consummation of the Business Combination. If the Sponsor and/or its designees advises us that it does not intend to make the Extension Contributions, then the Extension Amendment, the Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal will not be put before the stockholders at the Meeting and we will dissolve and liquidate in accordance with our charter. Our Board will have the sole discretion over whether to extend for additional calendar months until September 22, 2023 and if our Board determines not to continue extending for additional calendar months, the Sponsor and/or its designees’ obligation to make Additional Extension Contributions following such determination will terminate.
The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election and the amount remaining in the Trust Account may be significantly less than approximately $20,219,328 that was in the Trust Account as of March 31, 2023. In such event, the Company may need to obtain additional funds to complete the TriSalus 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 June 22, 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 by June 22, 2023.
There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 6,250,000 Founder Shares (even if they are converted into shares of Class A Common Stock), which were issued to the Sponsor prior to our IPO, and 4,933,333 Private Placement Warrants, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public 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 funds held in the Trust Account to the holders of our public shares if there is no qualifying Business Combination consummated on or before a certain date. We initially had until December 22, 2022 (i.e. 24 months from the closing of our IPO) to complete a Business Combination. The date was extended to June 22, 2023 (or such earlier date as determined by our Board) pursuant to resolutions duly adopted by our stockholders at the special meeting of our stockholders on December 12, 2022. 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 our stockholders to extend the date by which the Company has to consummate the Business Combination to the Extended Date in order to provide the Company more time to consummate the TriSalus Business. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the TriSalus Business Combination. |
The purpose of the Extension Amendment Proposal is to allow us additional time to complete the TriSalus Business Combination. 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 June 22, 2023 to September 22, 2023 (or such earlier date as determined by the Board); | |||||
• a proposal to amend our charter 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; | |||||
• 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 to redeem public shares irrespective of whether such Redemption Limitation; and |
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. In addition, unless the Redemption Limitation Amendment Proposal is approved, the | |
| | | | Company 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. 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 June 22, 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 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. | | |||
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Why is the Company proposing the Extension Amendment Proposal? | | | Our charter provides for the return of funds held in the Trust Account to the holders of our public shares if there is no qualifying Business Combination consummated on or before June 22, 2023. As explained below, we will not be able to complete the TriSalus Business Combination by that date and therefore, we are asking for an extension of this timeframe. | |
The purpose of the Extension Amendment Proposal is to allow us additional time to complete the TriSalus Business Combination. There is no assurance that the Company will be able to consummate the TriSalus Business Combination, given | |
| | | | the actions that must occur prior to closing of the transaction. |
The Company believes that given its expenditure of time, effort and money on the TriSalus Business Combination , circumstances warrant providing public stockholders an opportunity to consider 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 June 22, 2023 to September 22, 2023 (or such earlier date as determined by the Board). | ||||
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 Section 242(b)(2) Amendment Proposal? | | | The Company is proposing the Section 242(b)(2) Amendment Proposal to provide 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. | |
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Why is the Company proposing the Founder Share Amendment Proposal? | | | The Company is proposing the Founder Share Amendment Proposal to allow for the Founder Conversion, to assist the Company in meeting applicable continued listing requirements of the Nasdaq 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 avoid being treated as a penny stock. Therefore, the inclusion of the Redemption Limitation in the charter is unnecessary. | |
| 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 Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal and the Founder Share Amendment Proposal, if necessary. If the Adjournment Proposal is not approved, the Company will not have the ability to adjourn the Meeting to a later date for the purpose of soliciting additional proxies. In such event, the Extension would not be completed, the Company would cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its Board, dissolving and liquidating. |
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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 June 22, 2023 to September 22, 2023 (or such earlier date as determined by the Board). The Extension would give the Company the opportunity to complete the TriSalus Business Combination. |
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 June 22, 2023, we will provide our 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), divided by the number of then outstanding public shares. We believe that this charter provision was included to protect our stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the charter. | ||||
Our Board recommends that you vote in favor of the Extension Amendment Proposal. | | |||
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Why should I vote “FOR” the Section 242(b)(2) Amendment Proposal? | | | Our Board believes the charter amendment under the Section 242(b)(2) Amendment Proposal will give us the flexibility to pursue or consummate the Business Combination without the need to obtain class-specific stockholder approvals. Our Board recommends that you vote in favor of the Section 242(b)(2) Amendment Proposal. | |
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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. | |
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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 Business Combination or liquidation if the Extension Amendment Proposal is approved? | | | If the Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor and/or its designees have agreed to make the Extension Contributions. Accordingly, the amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination. 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 share that is not redeemed. | |
| | | | In connection with the TriSalus Merger Agreement, TriSalus has agreed to pay for the TriSalus Extension Fees and 50% of the Extension Contributions with the remainder to be funded by the Sponsor and/or its designee in the form of a loan to the Company, provided that TriSalus’ obligation to pay the TriSalus Extension Fees and its portion of the Extension Contributions will terminate immediately at the earliest to occur of (i) the closing date of the TriSalus Business Combination, and (ii) the | |
| | | | valid termination of the Merger Agreement. Upon such termination, the Company will have no obligation to repay the TriSalus Extension Fees and any portion of the Extension Contributions paid by TriSalus. Assuming the Extension Amendment Proposal is approved and the Board implements the Extension, the Initial Contribution will be deposited in the Trust Account promptly following the Meeting. Each Additional Contribution will be deposited in the Trust Account within seven calendar days from the 22nd of such calendar month (or portion thereof). The Extension Contributions are conditioned upon the implementation of the Extension Amendment. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and the Company takes the full time through September 22, 2023 to complete the Business Combination, based on the funds in the Trust Account as of March 31, 2023, we estimate that the redemption amount per share at the meeting for such Business Combination or the Company’s subsequent liquidation is estimated to be approximately $10.55 per share | |
| 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 Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal. Currently, the Sponsor owns 6,250,000 Founder Shares, representing approximately 76.2% of our issued and outstanding shares of common stock. The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal or the Redemption Limitation Amendment Proposal. | | |
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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 approval of the Section 242(b)(2) Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of common stock, voting together as a single class, the affirmative vote of the holders of a majority of the shares of Class B common stock outstanding, voting separately as a single class, and the affirmative vote of the holders of a majority of the shares of Class A common stock outstanding, voting separately as 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 the Adjournment Proposal to be approved, you must vote “AGAINST” such proposal. 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 June 22, 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 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 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 efforts to complete the TriSalus Business Combination will involve: |
• negotiating and executing a definitive agreement and related agreements; | ||||
• completing proxy materials; |
establishing a meeting date and record date for considering the TriSalus Business Combination, and distributing proxy materials to stockholders; and | ||||
• holding a special meeting to consider the TriSalus Business Combination. | ||||
We are seeking approval of the Extension Amendment Proposal because we may not be able to complete all of the tasks listed above prior to June 22, 2023. If the Extension Amendment Proposal is approved, we expect to seek stockholder approval of the TriSalus Business Combination. If stockholders approve the TriSalus Business Combination, we expect to consummate the TriSalus Business Combination as soon as possible following such stockholder approval. | ||||
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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 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 June 22, 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 by June 22, 2023 if we liquidate and | |
| 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: 917-262-2373, or e-mail proxy@continentalstock.com. 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 9802547#. This is listen-only, and you will not be able to vote or enter questions during the Meeting. | |
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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, so that it is received by our CEO prior to the Meeting or by attending the Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to our CEO, which must be received by our CEO prior to the Meeting. | ||
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. Section 242(b)(2) Amendment 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 Adjournment Proposal. | | |||
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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, 4,101,712 shares of our common stock would be required to achieve a quorum. | |
| Who can vote at the Meeting? | | | Only holders of record of our common stock at the close of business on April 28, 2023 are entitled to have their vote counted at the Meeting and any adjournments or postponements thereof. On this record date, 1,953,422 shares of Class A common stock and 6,250,000 shares of Class B common stock were outstanding and entitled to vote. |
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 Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board recommends that our stockholders vote “FOR” each of the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, and Adjournment Proposal, if presented. | ||
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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 $1,944,000 issued for working capital purposes made by the Sponsor, of which approximately $1,359,222 was outstanding as of March 31, 2023; (iii) a promissory note (the “Convertible Promissory Note”) in the principal amount of up to $1,500,000 in connection with working capital loans made by the Sponsor and payment of transaction costs and expenses in connection with the Business Combination, for working capital requirements, of which approximately $1,500,000 was outstanding as of March 31, 2023; and (iv) a promissory note in the principal amount of up to $468,821 to the Sponsor pursuant to in connection with the extension approved by the special meeting of stockholders on held on December 12, 2022, of which approximately $156,273 was outstanding as of March 31, 2023. 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 the Company’s Class A common stock (the “Conversion Warrants”), equal to: (x) the portion of the principal amount of the Convertible Promissory 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. 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, 30th Floor 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”. | |
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If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required 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 a business combination and instead liquidate the Company.
A 1% U.S. federal excise tax may be imposed on us in connection with our redemptions of 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”).
If the Extension Amendment Proposal is not approved and we do not consummate, a Business Combination, including the TriSalus Business Combination, by June 22, 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 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.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON [●],June 8, 2023.
$10.32.
Interests of the Sponsor, Directors and Officers
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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 TriSalusTriSalus Business Combination even if all other conditions to closing are met.
Quorum.
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 | % | 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 | % |
| | | 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% | | | |
IN WITNESS WHEREOF, MedTech Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this __ day of ______,, 2023.
1. The name of the Corporation is MedTech Acquisition Corporation. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 11, 2020 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 17, 2020 and was subsequently amended by the filing of the Amendment to the Amended and Restated Certificate of Incorporation filed on December 12, 2022 (as amended, the “Amended and Restated Certificate of Incorporation”). 2. This Second Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. 3. This Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of (x) a majority of the holders of the outstanding common stock voting together as a single class, (y) a majority of the outstanding Class B common stock voting as a separate class and (z) a majority of the holders of the outstanding Class A common stock voting as a separate class at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). 4. The text of Section |
4.1 of Article IV is hereby amended and restated to read in full as follows:
PRELIMINARY PROXY CARD — SUBJECT TO COMPLETION
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSAL 1, PROPOSAL 2, PROPOSAL 3, PROPOSAL 4 AND PROPOSAL 5, IF PRESENTED. | | | Please mark | |
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Proposal 1 | | FOR | | AGAINST | | | ABSTAIN | | ||
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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 June 22, 2023 to September 22, 2023 (or such earlier date as determined by the Board). | | ☐ | | | | ☐ | | |||
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Proposal 2 | | FOR | | AGAINST | | | ABSTAIN | | ||
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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. | | ☐ | | | | ☐ | |
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Proposal 3 | | FOR | | AGAINST | | | ABSTAIN | | |||
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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 | | FOR | | AGAINST | | | ABSTAIN | | ||
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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 | | | FOR | | | AGAINST | | | ABSTAIN | |
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 4. | | ☐ | | | | ☐ | |