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    ATTORNEYS
                                            AT LAW

100
NORTH TAMPA STREET, SUITE 2700

TAMPA,
FL 33602-5810

813.229.2300
| 105 TEL

813.221.4210
FAX

www.foley.com

WRITER’S
DIRECT LINE

813.225.5441
PHONE

kshuler@foley.com
EMAIL

CLIENT/MATTER
NUMBER

128264-0104

February 14, 2023

    Ms. Jessica Ansart

    Office of Industrial Applications and Services

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street NE

    Washington, DC 20549

 Re: MedTech Acquisition Corp

Registration Statement
on Form S-4

Filed January 6,
2023

File No. 333-269138

Dear Ms. Ansart:

On behalf of our client, MedTech
Acquisition Corporation (the “Company” or “MTAC”), set forth below are the responses of the Company to the comments
of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated February
2, 2023, with respect to the above-referenced filing. The numbered items set forth below repeat (in bold italics) the comments of the
Staff reflected in the comment letter, and following such comments are the responses of the Company (in regular type). Concurrently herewith,
the Company is filing Amendment No. 1 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) that
reflect the responses to your comments. In addition, we are delivering to the Staff clean and marked courtesy copies of the Amended Registration
Statement. Capitalized terms used but not defined in this letter have the meanings given to such terms in the Amended Registration Statement.
References to page numbers in this letter are to page numbers in the Amended Registration Statement.

Registration Statement on Form
S-4

Form S-4 filed on January
6, 2023

Q: What equity stake will
current stockholders of MTAC and TriSalus stockholders hold in the Combined Company after the closing?, page 10

 1. Please revise your disclosure here and elsewhere throughout the prospectus, such as on page 27-28, to disclose
the Sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of
all securities, including the private placement and conversion warrants.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages 10, 28-34, 104-105, 112, 160, 164-169, and 187 of the Amended Registration
Statement.

    AUSTIN

    Boston

    CHICAGO

    dallas

    DENVER

    DETROIT

    houston

    JACKSONVILLE

    LOS ANGELES

    MADISON

    MEXICO
    CITY

    MIAMI

    MILWAUKEE™

    NEW YORK

    ORLANDO

    SACRAMENTO

    Salt Lake
    City

    SAN DIEGO

    SAN FRANCISCO

    SILICON
VALLEY

    tallahassee

    TAMPA

    WASHINGTON,
    D.C.

    BRUSSELS

    TOKYO

 U.S. Securities and Exchange Commission

February 14, 2023
 Page 2

 2. Please revise your disclosure in this section to show the potential impact of redemptions on the per share
value of the shares owned by the non-redeeming stockholders by including a sensitivity analysis showing a range of redemption scenarios,
including minimum, maximum and interim redemption levels.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages 10, 28-34, 104-105, 112, 160, 164-169, and 187 of the Amended Registration
Statement.

 3. We note your disclosure that the maximum redemption scenario reflects maximum redemptions of 1,149,694 shares
of Class A Common Stock owned by MTAC public stockholders. Please clarify what percentage of total outstanding common stock held by MTAC
public stockholders this maximum redemption scenario represents.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 10, 29-30, 104-105, 112, and 164-166 of the Amended Registration Statement.

 4. We note your disclosure beginning on page 29 regarding additional dilution that stockholders may experience
following the closing of the business combination. Please revise your disclosure here to disclose all possible sources and extent of dilution
that stockholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure
of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including
warrants retained by redeeming stockholders, at each of the redemption levels detailed in your sensitivity analysis, which should include
an interim redemptions scenario, including any needed assumptions.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages 10, 28-34, 104-105, 112, 160, 164-169, and 187 of the Amended Registration
Statement.

Questions and Answers about
the Proposals

Q: Are there any arrangements
that enable MTAC to obtain sufficient funds, together with the proceeds in its Trust Accounts…, page 10

 5. Please highlight material differences in the terms and price of securities at the time of the IPO as compared
to the Magnetar Convertible Notes, which are contemplated to be issued at the time of the business combination, and the Combined Company
Common Stock that the Notes convert into.

 U.S. Securities and Exchange Commission

February 14, 2023
 Page 3

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that no definitive agreement with respect to the potential Magnetar Convertible
Notes or any other financing has been entered into in connection with the Business Combination as of the date of this letter. The Company
respectfully advises the Staff that to the extent that definitive documentation is entered into with respect to financing in connection
with the Business Combination, including the potential Magnetar Convertible Notes or otherwise, the Company will provide the requested
disclosure in a subsequent amendment to the Registration Statement on Form S-4.

 6. We note that you have arranged to sell additional securities to Magnetar Capital LLC to raise funds to help
satisfy the minimum cash required to complete the business combination transaction after returning funds to redeeming stockholders. Revise
the disclosure to discuss the key terms of these convertible securities, including the anti-dilution rights and exclusivity mentioned
on page 10, and the potential impact of those securities on non-redeeming stockholders.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that no definitive agreement with respect to any such securities of the Company
has been entered into with Magnetar Capital LLC or otherwise as of the date of this letter. The Company respectfully advises the Staff
that to the extent definitive documentation is entered into with respect to financing in connection with the Business Combination, including
selling additional securities to Magnetar Capital LLC or otherwise, the Company will provide the requested disclosure in a subsequent
amendment to the Registration Statement on Form S-4.

Q:
Do any of MTAC’s directors of officers have interests that may conflict with my interests with respect to the Business Combination?,
page 11

 7. We note your disclosure on page 145 that “MTAC’s independent directors reviewed and considered
these interests during the negotiation of the Business Combination.” Please clarify how the board considered these conflicts in
negotiating and recommending the business combination here as well as in your discussion of the interests of certain persons in the business
combination beginning on page 30.

 U.S. Securities and Exchange Commission

February 14, 2023
 Page 4

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 11-12, 36, 155, and 163 of the Amended Registration Statement.

Q: How do I exercise my redemption
rights?, page 13

 8. We note your disclosure on page 261 that your Sponsor, officers and directors have agreed to waive their
redemption rights. Please review your disclosure here to discuss this waiver. Additionally, please describe any consideration provided
in exchange for this agreement.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on page 13 of the Amended Registration Statement.

Summary
of the Proxy Statement

Parties to the Business Combination,
page 20

 9. Please disclose TriSalus’ current state of operations and history of net losses in this Summary section.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on page 21 of the Amended Registration Statement.

The
Merger Agreement

Conditions to Closing, page
21

 10. We note your disclosure on page 130 that “[a]ny party to the Merger Agreement may […] waive
any of the terms or conditions of the Merger Agreement.” Please identify the closing conditions that are subject to waiver here
and in your disclosure beginning on page 128. Please also revise your risk factor on page 93, as applicable, to address material risks
that are subject to waiver.

 U.S. Securities and Exchange Commission

February 14, 2023
 Page 5

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 24, 100, and 137 of the Amended Registration Statement. Each of the mutual conditions
may be waived, to the extent permitted by applicable law, and each of the other conditions to each party’s obligations to complete
the Business Combination must be satisfied or waived by that party.

Interests
of Certain Persons in the Business Combination, page 30

 11. We note your disclosure that if the “founder shares were unrestricted and freely tradeable, they would
be valued at approximately $61.8 million, based on the closing price of the Class A Common Stock on January 4, 2023” and that Sponsor
has invested an aggregate of $7,425,000. Please expand your disclosure regarding the Sponsor’s ownership interest in the target
company here and elsewhere throughout the prospectus, as appropriate, to also disclose the approximate dollar value of the interest based
on the transaction value and to discuss the interest based on the transaction value and recent trading prices as compared to the paid
price.

Response:

The Company respectfully advises the
Staff that the Sponsor does not currently have an ownership interest in TriSalus, the target company. However, the Company has revised
the disclosure on pages 33-36, 104-106, and 159-163 of the Amended Registration Statement in response to the Staff’s comment in
order to more clearly address the Sponsor’s interest in the Company, based on the transaction value and recent trading prices as
compared to the price paid.

Recommendations of the Board
and Reasons for the Business Combination, page 33

 12. We note your disclosure here as well as on page 144 that the board did not obtain a fairness opinion on which
to base its assessment. Please revise your disclosure to clarify the basis for the board determining it was not necessary to obtain a
fairness opinion for the business combination.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 37 and 154 of the Amended Registration Statement.

 U.S. Securities and Exchange Commission

February 14, 2023
 Page 6

Risk Factors

Risks Related to TriSalus’
Intellectual Property

TriSalus may be subject to claims
challenging the inventorship or ownership of its patents and other intellectual property, page 80

 13. We note your statement on page 80 that “TriSalus has been subject to claims that former employees,
collaborators or other third parties have an ownership interest in the patents and intellectual property that TriSalus is or that that
it may own or license in the future.” You describe one litigated case here as an example, please revise to describe any other material
claims.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on page 84 of the Amended Registration Statement to provide additional information regarding the
litigated case. The Company respectfully advises the Staff that it is not aware of any other material claims challenging the inventorship
or ownership of the patents and other intellectual property of TriSalus.

Internal Controls, page 87

 14. Please clarify your description of the 2021 material weakness. Quantify the number of “trained resources”
that perform the task(s) identified as a weakness and the estimated number of additional resources needed to remedy the weakness. Identify
the steps you have taken to remediate the weakness. Explain to readers how this weakness actually impacted, or could impact, your financial
reporting.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on page 91 of the Amended Registration Statement.

Proposal 1 – the Business
Combination Proposal

Background of the Business Combination,
page 134

 15. Please revise the Background section to detail the negotiations concerning key aspects of the business combination
and related transactions, including, without limitation, the scope and valuation of TriSalus’ business, the merger consideration
and the structure of the transaction (including the negotiation and marketing processes for the PIPE transaction). Each proposal (preliminary
of otherwise) and counterproposal concerning a material transaction term made between June 16 and November 11 should be described and
the proposing party identified. In this regard, we note that the Background section as written discusses in general terms the topical
areas discussed by the parties during the five months of negotiations and some of the final terms they mutually agreed upon but does so
without any indication of how those terms evolved during the course of the discussions/negotiations.

 U.S. Securities and Exchange Commission

February 14, 2023
 Page 7

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 141-151 of the Amended Registration Statement.

 16. Please disclose whether the Sponsor and management and affiliates have a track record with SPACs. If so,
please provide balanced disclosure about this record and the outcomes of prior transactions.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on page 141 of the Amended Registration Statement.

 17. In the event that the Sponsor has other SPACs in the process of searching for a target company, please revise
to disclose whether the Sponsor considered more than one active SPAC to be the potential acquirer of TriSalus and how the final decision
was reached.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on page 141 of the Amended Registration Statement.

 18. Please clarify whether there were any discussions about continuing employment or involvement for any persons
affiliated with the SPAC before the merger or any formal or informal commitment to retain the financial advisors after the merger.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 145-146 and 148-149 of the Amended Registration Statement to clarify the agreement with
respect to MTAC’s right to designate two initial members of the Combined Company Board. The Company respectfully informs the Staff
that the parties never held any discussions regarding continuing employment or involvement for any additional MTAC-related individuals.

 19. We note your disclosure on page 136 that you and Memic mutually agreed to terminate your business combination
agreement on March 10, 2022 “due to the challenging market conditions in the first quarter of 2022, along with the associated volatility
related to world events.” Please clarify why you chose not to resume discussions with Memic later in 2022, but decided instead to
engage with other potential target businesses.

 U.