SEC Comment Letter 0000000000-23-006567 to TriSalus Life Sciences, Inc. (TLSI)
TriSalus Life Sciences, Inc.
Date: June 20, 2023 · CIK: 0001826667 · Accession: 0000000000-23-006567
AI Filing Summary & Sentiment
File numbers found in text: 333-269138
Letter
United States securities and exchange commission logo June 20, 2023 Christopher Dewey Chief Executive Officer MedTech Acquisition Corp 48 Maple Avenue Greenwich, CT 06830 Re:MedTech Acquisition Corp Amendment No. 4 to Registration Statement on Form S-4 Filed June 8, 2023 File No. 333-269138 Dear Christopher Dewey: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 31, 2023 letter. Amendment No. 4 to the Registration Statement on Form S-4 Ownership of the Combined Company After the Closing, page 33 1.We note your disclosure on pages 30-31 that your Sponsor and certain of its affiliates will be participating in the PIPE, including pursuant to the Backstop Letter Agreement. Please revise your discussion here and your table on page 34 to disclose the Sponsor and its affiliates' total potential ownership interest in the combined company, assuming exercise and conversion of all securities, including the Series A Convertible Preferred Stock they may receive pursuant to the PIPE and Backstop Letter Agreement.
FirstName LastNameChristopher Dewey Comapany NameMedTech Acquisition Corp June 20, 2023 Page 2 FirstName LastName Christopher Dewey MedTech Acquisition Corp June 20, 2023 Page 2 Description of MTAC's Securities Series A Convertible Preferred Stock Anti-dilution Provisions, page 327 2.Please state whether the Sponsor and its affiliates may receive additional securities pursuant to an anti-dilution adjustment based on the company's additional financing activities with respect to the PIPE. If so, please quantify the number and value of securities the sponsor and its affiliates will receive. In addition, disclose the ownership percentages in the company before and after the additional financing to highlight dilution to public stockholders. Exhibits 3.To the extent you have a placement agent or other agreement with Ceros Financial Services, Inc. please file it as an exhibit. You may contact Christie Wong at 202-551-3684 or Brian Cascio at 202-551-3676 if you have questions regarding comments on the financial statements and related matters. Please contact Jessica Ansart at 202-551-4511 or Margaret Schwartz at 202-551-7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Kevin Shuler
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United States securities and exchange commission logo
June 20, 2023
Christopher Dewey
Chief Executive Officer
MedTech Acquisition Corp
48 Maple Avenue
Greenwich, CT 06830
Re:MedTech Acquisition Corp
Amendment No. 4 to Registration Statement on Form S-4
Filed June 8, 2023
File No. 333-269138
Dear Christopher Dewey:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 31, 2023 letter.
Amendment No. 4 to the Registration Statement on Form S-4
Ownership of the Combined Company After the Closing, page 33
1.We note your disclosure on pages 30-31 that your Sponsor and certain of its affiliates will
be participating in the PIPE, including pursuant to the Backstop Letter Agreement. Please
revise your discussion here and your table on page 34 to disclose the Sponsor and its
affiliates' total potential ownership interest in the combined company, assuming exercise
and conversion of all securities, including the Series A Convertible Preferred Stock they
may receive pursuant to the PIPE and Backstop Letter Agreement.
FirstName LastNameChristopher Dewey
Comapany NameMedTech Acquisition Corp
June 20, 2023 Page 2
FirstName LastName
Christopher Dewey
MedTech Acquisition Corp
June 20, 2023
Page 2
Description of MTAC's Securities
Series A Convertible Preferred Stock
Anti-dilution Provisions, page 327
2.Please state whether the Sponsor and its affiliates may receive additional securities
pursuant to an anti-dilution adjustment based on the company's additional financing
activities with respect to the PIPE. If so, please quantify the number and value of
securities the sponsor and its affiliates will receive. In addition, disclose the ownership
percentages in the company before and after the additional financing to highlight dilution
to public stockholders.
Exhibits
3.To the extent you have a placement agent or other agreement with Ceros Financial
Services, Inc. please file it as an exhibit.
You may contact Christie Wong at 202-551-3684 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Ansart at 202-551-4511 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Kevin Shuler