Correspondence 0001104659-23-078767 from TriSalus Life Sciences, Inc. (TLSI)
TriSalus Life Sciences, Inc.
Date: July 6, 2023 · CIK: 0001826667 · Accession: 0001104659-23-078767
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269138
Referenced dates: June 20, 2023
Letter
Office of Industrial Applications and Services Division of Corporation Finance Re: MedTech Acquisition Corp Amendment No. 4 to Registration Statement on Form S-4 Filed June 8, 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 June 20, 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. 5 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) that reflects 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.
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.
Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that the Backstop Letter Agreement was terminated on July 4, 2023 as disclosed on pages 31-32, 154, and 376 of the Amended Registration Statement. Accordingly, the Sponsor no longer has any ongoing obligations under the Backstop Letter Agreement, nor has the Sponsor otherwise subscribed for shares of Series A Convertible Preferred Stock in the Preferred Stock PIPE Investment. However, the Company has revised the disclosure on pages 15, 35, 41-42, 116-117, 180-181, 185, and 375 of the Amended Registration Statement to clarify the portion of the Preferred Stock PIPE Investment that is represented by members, or affiliates of members, of the Sponsor.
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
July 6, 2023
Page 2
Description of MTAC’s Securities
Series A Convertible Preferred Stock
Anti-dilution Provisins, 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.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 320 of the Amended Registration Statement.
Exhibits
3. To the extent you have a placement agent or other agreement with Ceros Financial Services, Inc. please file it as an exhibit.
Response:
In response to the Staff’s comment, the Company has filed the Engagement Letter with Ceros Financial Services, Inc. and Amendment No. 1 to the Engagement Letter as Exhibit 10.27 and Exhibit 10.28 to the Amended Registration Statement, respectively.
* * *
If the Staff has any questions with respect to any of the foregoing, please contact the undersigned at (813) 225-5441.
Very truly yours,
/s/ Kevin M. Shuler, Esq.
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filename1.htm
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
July 6, 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
Amendment No. 4 to Registration Statement on Form S-4
Filed June 8, 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 June 20, 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. 5 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) that reflects
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.
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.
Response:
In response to the Staff’s comment,
the Company respectfully advises the Staff that the Backstop Letter Agreement was terminated on July 4, 2023 as disclosed on pages 31-32, 154, and 376
of the Amended Registration Statement. Accordingly, the Sponsor no longer has any ongoing obligations under the Backstop Letter Agreement,
nor has the Sponsor otherwise subscribed for shares of Series A Convertible Preferred Stock in the Preferred Stock PIPE Investment.
However, the Company has revised the disclosure on pages 15, 35, 41-42, 116-117, 180-181, 185, and 375 of the Amended Registration Statement to clarify the portion of
the Preferred Stock PIPE Investment that is represented by members, or affiliates of members, of the Sponsor.
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
July 6, 2023
Page 2
Description of MTAC’s Securities
Series A Convertible Preferred Stock
Anti-dilution Provisins, 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.
Response:
In response to the Staff’s comment,
the Company has revised the disclosure on page 320 of the Amended Registration Statement.
Exhibits
3. To the extent you have a placement agent or other agreement
with Ceros Financial Services, Inc. please file it as an exhibit.
Response:
In response to the Staff’s comment,
the Company has filed the Engagement Letter with Ceros Financial Services, Inc. and Amendment No. 1 to the Engagement Letter
as Exhibit 10.27 and Exhibit 10.28 to the Amended Registration Statement, respectively.
* * *
If the Staff has any questions with respect to
any of the foregoing, please contact the undersigned at (813) 225-5441.
Very truly yours,
/s/ Kevin M. Shuler, Esq.
Kevin M. Shuler, Esq.
Foley & Lardner LLP
cc:
Christopher Dewey, MedTech Acquisition Corporation
Robert Weiss, MedTech Acquisition Corporation
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