SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 6, 2025

Mary Szela
Chief Executive Officer
TriSalus Life Sciences, Inc.
6272 W. 91st Ave.
Westminster, CO 80031

 Re: TriSalus Life Sciences, Inc.
 Registration Statement on Form S-3
 Filed May 30, 2025
 File No. 333-287696
Dear Mary Szela:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Carlos Ramirez, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 TriSalus
Life Sciences, Inc.

 6272 W. 91 st Ave.

 Westminster, Colorado 80031

 June 6, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications
and Services

 100 F. Street N.E.

 Washington, D.C. 20549-3010

 Attention: Nicholas O'Leary

 Re:
 TriSalus Life Sciences, Inc.

 Registration Statement on Form S-3

 May 30, 2025

 File No. 333-287696

 Ladies and Gentlemen:

 TriSalus Life Sciences, Inc. (the " Registrant ")
hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") take appropriate action to cause
the above-referenced Registration Statement on Form S-3 to become effective on Wednesday, June 11, 2025, at 4:00 p.m., Eastern Time, or
as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the
Commission. The Registrant hereby authorizes Dylan Kornbluth of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has
been declared effective, please orally confirm that event with Dylan Kornbluth of Cooley LLP, counsel to the Registrant, at (858) 550-6173.

 [ Signature Page Follows ]

 Very truly yours,

 TRISALUS LIFE SCIENCES, INC.

 By:
 /s/ Mary Szela

 Name:
 Mary Szela

 Title:
 Chief Executive Officer

 cc:
 Carlos Ramirez, Cooley LLP

 Matthew T. Browne, Cooley LLP

 Dylan Kornbluth, Cooley LLP

 [Company
Signature Page to Acceleration Request]

CORRESP
 1
 filename1.htm

 TriSalus
Life Sciences, Inc.

 6272 W. 91 st Ave.

 Westminster, Colorado 80031

 May 28, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications
and Services

 100 F. Street N.E.

 Washington, D.C. 20549-3010

 Attention: Conlon Danberg

 Re:
 TriSalus Life Sciences, Inc.

 Registration Statement on Form S-3

 April 28, 2025

 File No. 333-286797

 Ladies and Gentlemen:

 TriSalus Life Sciences, Inc. (the " Registrant ")
hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") take appropriate action to cause
the above-referenced Registration Statement on Form S-3 to become effective on May 30, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter
as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant
hereby authorizes Dylan Kornbluth of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has
been declared effective, please orally confirm that event with Dylan Kornbluth of Cooley LLP, counsel to the Registrant, at (858) 550-6173.

 [ Signature Page Follows ]

 Very truly yours,

 TRISALUS LIFE SCIENCES, INC.

 By:
 /s/ Mary Szela

 Name:
 Mary Szela

 Title:
 Chief Executive Officer

 cc:
 Carlos Ramirez, Cooley LLP

 Matthew T. Browne, Cooley LLP

 Dylan Kornbluth, Cooley LLP

 [Company
Signature Page to Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Mary Szela
Chief Executive Officer
TriSalus Life Sciences, Inc.
6272 W. 91st Ave.
Westminster, Colorado 80031

 Re: TriSalus Life Sciences, Inc.
 Registration Statement on Form S-3
 Filed April 28, 2025
 File No. 333-286797
Dear Mary Szela:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Carlos Ramirez, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 TriSalus
Life Sciences, Inc.

 6272 W. 91 st Ave.

 Westminster, Colorado 80031

 April 30, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications
and Services

 100 F. Street N.E.

 Washington, D.C. 20549-3010

 Attention: Margaret Sawicki

 Re: TriSalus Life Sciences, Inc.

 Registration Statement on Form S-3

 Filed April 25, 2025

 File No. 333-286779

 Ladies and Gentlemen:

 TriSalus Life Sciences, Inc. (the " Registrant ")
hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") take appropriate action to cause
the above-referenced Registration Statement on Form S-3 to become effective on Friday, May 2, 2025, at 4:00 p.m., Eastern Time, or as
soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.
The Registrant hereby authorizes Dylan Kornbluth of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has
been declared effective, please orally confirm that event with Dylan Kornbluth of Cooley LLP, counsel to the Registrant, at (858) 550-6173.

 [ Signature Page Follows ]

 Very truly yours,

 TRISALUS LIFE SCIENCES, INC.

 By:
 /s/ Mary Szela

 Name: Mary Szela

 Title: Chief Executive Officer

 cc:
 Carlos Ramirez, Cooley LLP
 Matthew T. Browne, Cooley LLP
 Dylan Kornbluth, Cooley LLP

 [Company
Signature Page to Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

Mary Szela
Chief Executive Officer
TriSalus Life Sciences, Inc.
6272 W. 91st Ave.
Westminster, CO 80031

 Re: TriSalus Life Sciences, Inc.
 Registration Statement on Form S-3
 Filed April 25, 2025
 File No. 333-286779
Dear Mary Szela:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Matthew Browne, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

TriSalus
Life Sciences, Inc.

6272 W. 91st Ave.

Westminster, Colorado 80031

November 6, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications
and Services

100 F. Street N.E.

Washington, D.C. 20549-3010

Attention: Robert Augustin

    Re:
    TriSalus Life Sciences, Inc.

    Registration Statement on Form S-3

    File No. 333-282882

Ladies and Gentlemen:

TriSalus Life Sciences, Inc. (the “Registrant”)
hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced Registration Statement on Form S-3 to become effective on Friday, November 8, 2024, at 4:00 p.m., Eastern
Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff
of the Commission. The Registrant hereby authorizes Dylan Kornbluth of Cooley LLP, counsel to the Registrant, to make such request on
its behalf.

Once the Registration Statement has been declared
effective, please orally confirm that event with Dylan Kornbluth of Cooley LLP, counsel to the Registrant, at (858) 550-6173.

[Signature Page Follows]

    Very truly yours,

    TRISALUS LIFE SCIENCES, INC.

    By:
    /s/ Mary
    Szela

    Name: Mary Szela

    Title: Chief Executive Officer

 cc:
                                                                                Carlos Ramirez, Cooley
                                            LLP

   Matthew T. Browne, Cooley LLP

   Dylan Kornbluth, Cooley LLP

[Company
Signature Page to Acceleration Request]

November 4, 2024
Mary Szela
Chief Executive Officer
TriSalus Life Sciences, Inc.
6272 W. 91st Ave.
Westminster, CO 80031
Re:TriSalus Life Sciences, Inc.
Registration Statement on Form S-3
Filed October 29, 2024
File No. 333-282882
Dear Mary Szela:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Matthew Browne

CORRESP
1
filename1.htm

TriSalus
Life Sciences, Inc.

6272 W. 91st
Ave.

Westminster, Colorado 80031

June 20, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications
and Services

100 F. Street N.E.

Washington, D.C. 20549-3010

Attention: Conlon Danberg

    Re:
    TriSalus Life Sciences, Inc.

    Registration Statement on Form S-1

    File No. 333-280197

Ladies and Gentlemen:

TriSalus Life Sciences, Inc. (the “Registrant”)
hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced Registration Statement on Form S-1 to become effective on Friday, June 21, 2024, at 4:00 p.m., Eastern
Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff
of the Commission. The Registrant hereby authorizes Carlos Ramirez of Cooley LLP, counsel to the Registrant, to make such request on its
behalf.

Once the Registration Statement has been declared
effective, please orally confirm that event with Carlos Ramirez of Cooley LLP, counsel to the Registrant, at (858) 550-6157.

[Signature Page Follows]

    Very truly yours,

    TRISALUS LIFE SCIENCES, INC.

    By:
    /s/ Mary Szela

    Name: Mary Szela

    Title: Chief Executive Officer

    cc: 
    Carlos
    Ramirez, Cooley LLP

    Matthew
    T. Browne, Cooley LLP

[Company
Signature Page to Acceleration Request]

United States securities and exchange commission logo
June 18, 2024
Mary Szela
Chief Executive Officer
TriSalus Life Sciences, Inc.
6272 W. 91st Ave.
Westminster, Colorado 80031
Re:TriSalus Life Sciences, Inc.
Registration Statement on Form S-1
Filed June 14, 2024
File No. 333-280197
Dear Mary Szela:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Carlos Ramirez, Esq.

CORRESP
1
filename1.htm

TriSalus
Life Sciences, Inc.

6272 W. 91st Ave.

Westminster, Colorado 80031

December 21, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street N.E.

Washington, D.C. 20549-3010

Attention: Juan Grana, Abby Adams

Re: TriSalus Life
                                            Sciences, Inc.

  Amendment No. 3 to Registration Statement
on Form S-1

  File No. 333-274292

Ladies and Gentlemen:

TriSalus Life Sciences, Inc. (the “Registrant”)
hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced Amendment No. 3 to Registration Statement on Form S-1 to become effective on Tuesday, December 26,
2023, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via
telephone call to the staff of the Commission. The Registrant hereby authorizes Carlos Ramirez of Cooley LLP, counsel to the Registrant,
to make such request on its behalf.

Once the Registration Statement has been declared
effective, please orally confirm that event with Carlos Ramirez of Cooley LLP, counsel to the Registrant, at (858) 550-6157.

[Signature Page Follows]

 Very truly yours,

TRISALUS LIFE SCIENCES, INC.

  By: /s/ Mary Szela

    Name: Mary Szela

    Title: Chief Executive
Officer

cc: Carlos Ramirez, Cooley LLP

  Matthew T. Browne, Cooley LLP

[COMPANY
SIGNATURE PAGE TO ACCELERATION REQUEST]

United States securities and exchange commission logo
December 21, 2023
Mary Szela
Chief Executive Officer
TriSalus Life Sciences, Inc.
6272 W. 91st Ave.
Westminster, Colorado 80031
Re:TriSalus Life Sciences, Inc.
Registration Statement on Form S-1
Filed December 15, 2023
File No. 333-276070
Dear Mary Szela:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Matt Browne, Esq.

CORRESP
1
filename1.htm

TriSalus
Life Sciences, Inc.

6272 W. 91st Ave.

Westminster, Colorado 80031

December 21, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street N.E.

Washington, D.C. 20549-3010

Attention: Juan Grana

Re:          TriSalus Life Sciences, Inc.

Registration Statement on Form S-1

File No. 333-276070

Ladies and Gentlemen:

TriSalus Life Sciences, Inc. (the “Registrant”)
hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced Registration Statement on Form S-1 to become effective on Tuesday, December 26, 2023, at 4:00 p.m., Eastern Time,
or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of
the Commission. The Registrant hereby authorizes Carlos Ramirez of Cooley LLP, counsel to the Registrant, to make such request on its
behalf.

Once the Registration Statement has been declared
effective, please orally confirm that event with Carlos Ramirez of Cooley LLP, counsel to the Registrant, at (858) 550-6157.

[Signature Page Follows]

    Very truly yours,

    TRISALUS LIFE SCIENCES, INC.

    By:
     /s/ Mary Szela

    Name: Mary Szela

    Title: Chief Executive Officer

    cc:
    Carlos Ramirez, Cooley LLP

    Matthew T. Browne, Cooley LLP

[Company
Signature Page To Acceleration Request]

CORRESP
1
filename1.htm

Carlos Ramirez

T: +1 858 550 6157

cramirez@cooley.com

December 14, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549

Attention:

Nicholas O’Leary

Abby Adams

 Re: TriSalus Life Sciences, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed October 19, 2023

File No. 333-274292

Ladies and Gentlemen:

On behalf of TriSalus Life Sciences, Inc.
(the “Company”), we are providing this letter in response to comments (the “Comments”)
received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”)
by letter dated November 4, 2023 with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-1,
as filed on October 19, 2023. Concurrently with the submission of this letter, the Company is filling its third amendment to the
registration statement on Form S-1 (the “Amendment No. 3”) and certain exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below
in bold, followed by the Company’s responses to the comments. We have included page numbers to refer to the location in Amendment
No. 3 where the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have
the respective meanings ascribed thereto in Amendment No. 3.

Amendment No. 2 to Registration Statement on Form S-1
filed October 19, 2023

Cover Page

 1. We note your revisions in response to prior comment 1 and we reissue in part. Please disclose here
any purchase price of the assumed RSUs and legacy Trisalus shares or clarify that no consideration was paid.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on the cover page and page 5 of Amendment No. 3.
In response to comment 3 below, the Company has removed from registration the resale of the legacy Trisalus shares from Amendment No.
3.

Cooley LLP   10265 Science Center
Drive   San Diego, CA   92121-1117

t: +1 858 550 6000 f: +1 858 550-6420 cooley.com

U.S. Securities and Exchange Commission

December 14, 2023

Page Two

General

 2. We note your analysis in response to prior comment 9, and reissue the comment in full. Please revise
the first paragraph on the cover page, and the prospectus generally, to remove the registration of the issuance of common stock underlying
the warrants referenced in the comment.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on the cover page and pages 4 and 197 of Amendment
No. 3 to remove from registration the issuance of common stock underlying the “Conversion Warrants” referenced in Amendment
No. 3. The revised disclosure takes into account the clarification provided by the Staff pursuant to a conference call on November
7, 2023 that the Staff is only reissuing the comment for the “Conversion Warrants” and not the “Private Placement Warrants.”

 3. We note your revisions to prior comment 10 and we reissue the comment. The company seeks to register
 “(c) up to 15,575,001 shares of Common Stock issued pursuant to that Agreement and Plan of Merger, dated as of November 11,
2022, as amended on April 4, 2023, May 13, 2023 and July 5, 2023, by and among MTAC, MTAC Merger Sub, Inc. and TriSalus
Operating Life Sciences, Inc. (‘Legacy TriSalus’) to certain former equityholders of Legacy TriSalus,” as noted
in the second paragraph on the cover page. As TriSalus merged into the SPAC merger subsidiary, these affiliates are deemed to be underwriters,
and must set a fixed price at which the shares will be sold for the duration of the offering. Refer to Securities Act Rule 145(c).
Please revise the prospectus accordingly.

  In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised
the disclosure on the cover page and pages 5, 170 and 197 of Amendment No. 3 to remove from registration the resale of
such shares.

***

Please
contact Carlos Ramirez at (858) 550-6157 or at cramirez@cooley.com or Matthew T. Browne at (858) 550-6045 or at mbrowne@cooley.com
with any questions or comments regarding the Company’s response to the Staff’s Comments.

    Sincerely

    Cooley LLP

    /s/ Carlos Ramirez

    Carlos Ramirez

 cc: Mary Szela - TriSalus Life Sciences, Inc.

Matthew T. Browne - Cooley LLP

Cooley LLP   10265 Science Center
Drive   San Diego, CA   92121-1117

t: +1 858 550 6000 f: +1 858 550-6420 cooley.com

United States securities and exchange commission logo
November 4, 2023
Mary Szela
Chief Executive Officer
TriSalus Life Sciences, Inc.
6272 W. 91st Ave.
Westminster, Colorado 80031
Re:TriSalus Life Sciences, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 19, 2023
File No. 333-274292
Dear Mary Szela:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 27, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed October 19, 2023
Cover Page
1.We note your revisions in response to prior comment 1 and we reissue in part. Please
disclose here any purchase price of the assumed RSUs and legacy Trisalus shares or
clarify that no consideration was paid.
General
2.We note your analysis in response to prior comment 9, and reissue the comment in full.
Please revise the first paragraph on the cover page, and the prospectus generally, to
remove the registration of the issuance of common stock underlying the warrants
referenced in the comment.

 FirstName LastNameMary Szela
 Comapany NameTriSalus Life Sciences, Inc.
 November 4, 2023 Page 2
 FirstName LastName
Mary Szela
TriSalus Life Sciences, Inc.
November 4, 2023
Page 2
3.We note your revisions to prior comment 10 and we reissue the comment. The company
seeks to register "(c) up to 15,575,001 shares of Common Stock issued pursuant to that
Agreement and Plan of Merger, dated as of November 11, 2022, as amended on April 4,
2023, May 13, 2023 and July 5, 2023, by and among MTAC, MTAC Merger Sub, Inc.
and TriSalus Operating Life Sciences, Inc. ('Legacy TriSalus') to certain former
equityholders of Legacy TriSalus," as noted in the second paragraph on the cover page.
As TriSalus merged into the SPAC merger subsidiary, these affiliates are deemed to be
underwriters, and must set a fixed price at which the shares will be sold for the duration of
the offering.  Refer to Securities Act Rule 145(c).  Please revise the prospectus
accordingly.
            Please contact Nicholas O'Leary at 202-551-4451 or Abby Adams at 202-551-6902 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Matt Browne, Esq.

CORRESP
1
filename1.htm

Carlos Ramirez

T: +1 858 550 6157

cramirez@cooley.com

October 18, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention:

Nicholas O’Leary

Abby Adams

 Re: TriSalus Life Sciences, Inc.

                                            Amendment No. 1 to Registration Statement on Form S-1

                                            Filed September 1, 2023

                                            File No. 333-274292

Ladies and Gentlemen:

On behalf of TriSalus Life Sciences, Inc.
(the “Company”), we are providing this letter in response to comments (the “Comments”)
received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”)
by letter dated September 27, 2023 with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1,
as filed on September 1, 2023. Concurrently with the submission of this letter, the Company is filling its second amendment to the
registration statement on Form S-1 (the “Amendment No. 2”) and certain exhibits via EDGAR to the
Commission.

The Staff’s comments are repeated below
in bold, followed by the Company’s responses to the comments. We have included page numbers to refer to the location in Amendment
No. 2 where the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have
the respective meanings ascribed thereto in Amendment No. 2.

Amendment No. 1 to Form S-1 filed September 1,
2023

Cover Page

 1. We note your disclosure of
                                            the purchase price for certain securities being registered for resale. For each of the securities
                                            being registered for resale, disclose the price that the selling securityholders paid for
                                            such securities.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on the cover page and pages 5 and 60 of Amendment
No. 2.

Cooley LLP 10265 Science Center Drive San Diego,
CA 92121-1117

t: +1 858 550 6000 f: +1 858 550-6420 cooley.com

U.S. Securities and Exchange Commission

 October 18, 2023

Page Two

Prospectus Summary, page 1

 2. Here and in your risk factors,
                                            use of proceeds and management's discussion and analysis, and elsewhere where you address
                                            your recent trading prices as compared to the warrant exercise price, please revise to clarify
                                            that your warrants are out of the money and it is unlikely that warrant holders would exercise
                                            your warrants while the trading price is below the warrant exercise price. In addition, we
                                            note that your disclosure does not present a clear view of your liquidity expectations. We
                                            note, for example:

 • Disclosure
                                            in the liquidity discussion on pages 76-77, wherein you state, "We believe that
                                            the proceeds from the Business Combination and [the July 2023] exercise of warrants
                                            should be sufficient to fund our operations through key data read-outs expected in mid-2024.
                                            However, unless we are able to raise additional capital, we do not currently expect that
                                            our existing cash and cash equivalents, including cash received in connection with the Business
                                            Combination will be sufficient to fund our projected liquidity requirements for the next
                                            12 months, creating substantial doubt about our ability to continue as a going concern."

 • The
                                            liquidity discussion refers to the section addressing "Funding Requirements," wherein
                                            you state, "We will likely require additional capital in the near term in order to continue
                                            to fund our operations through equity or debt financings, partnerships, collaborations, or
                                            other sources which may not be available on a timely basis, on favorable terms, or at all,
                                            and such capital, if obtained, may not be sufficient to enable us to continue to implement
                                            our long-term business strategy."

Please revise your cover page, summary,
risk factors, use of proceeds, and MD&A to clarify the ability of your company to fund your operations on a prospective basis with
your current cash on hand.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on the cover page and pages 4, 61–62, 66,
81–82 and 85–86 of Amendment No. 2.

 3. Revise your prospectus to disclose
                                            the price that each selling securityholder paid for the securities being registered for resale.
                                            To the extent you have not done so, highlight any differences in the current trading price,
                                            the prices that the Sponsor, PIPE investors and other selling securityholders acquired their
                                            shares and warrants, and the price that the public securityholders acquired their shares
                                            and warrants. Disclose that while the Sponsor, PIPE investors and other selling securityholders
                                            may experience a positive rate of return based on the current trading price, the public securityholders
                                            may not experience a similar rate of return on the securities they purchased due to differences
                                            in the purchase prices and the current trading price. Please also disclose the potential
                                            profit the selling securityholders will earn based on the current trading price. Lastly,
                                            please include appropriate risk factor disclosure.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on the cover page and pages 5 and 60 of Amendment
No. 2.

Cooley LLP 10265 Science Center Drive San Diego,
CA 92121-1117

t: +1 858 550 6000 f: +1 858 550-6420 cooley.com

U.S. Securities and Exchange Commission

 October 18, 2023

Page Three

Risk Factors

Sales of our Common Stock and/or Warrants or the perception
of such sales, by us or the selling securityholders pursuant to this prospectus, page 57

 4. We note the risk factor on
                                            page 59 addressing the potential negative pressure potential sales by the selling securityholders
                                            may have on your security prices. Please revise the risk factor to state the purchase price
                                            the various selling security holders paid for their securities being registered for resale,
                                            in addition to the price paid originally for the Founder Shares.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on pages 60–61 of Amendment No. 2.

Management's Discussion and Analysis of Financial Condition
and Results of Operations, page 66

 5. We note that the projected
                                            revenues for 2023 were $19.2 million, as set forth in the unaudited prospective financial
                                            information management prepared and provided to the Board, the company’s financial
                                            advisors and the SPAC in connection with the evaluation of the Business Combination. We also
                                            note that your actual revenues for the six months ended June 30, 2023 was approximately
                                            $7.6 million. It appears that you will miss your 2023 revenue projection. Please update your
                                            disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information
                                            about the company’s financial position and further risks to the business operations
                                            and liquidity in light of these circumstances.

In response to the Staff’s comment,
the Company respectfully informs the Staff that there are no changes to its 2023 revenue projection. In addition, the Company respectfully
advises the Staff that it has revised the disclosure on pages 80–81 of Amendment No. 2.

Liquidity and Capital Resources, page 75

 6. In light of the significant
                                            number of redemptions and the unlikelihood that the company will receive significant proceeds
                                            from exercises of the warrants because of the disparity between the exercise price of the
                                            warrants and the current trading price of the common stock, expand your discussion of capital
                                            resources to address any changes in the company’s liquidity position since the business
                                            combination.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on pages 81–82 of Amendment No. 2.

 7. We note your disclosure that
                                            this offering involves the potential sale of a substantial portion of shares for resale and
                                            that such sales could impact the market price of the company’s common stock. Please
                                            expand your disclosure to highlight the fact that a number of beneficial owners of more than
                                            5% will be able to sell all of their shares for so long as the registration statement of
                                            which this prospectus forms a part is available for use. In providing this disclosure, please
                                            include the number of beneficial owners of more than 5% of your shares that are participating
                                            in the offering.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on page 82 of Amendment No. 2.

Cooley LLP 10265 Science Center Drive San Diego,
CA 92121-1117

t: +1 858 550 6000 f: +1 858 550-6420 cooley.com

U.S. Securities and Exchange Commission

 October 18, 2023

Page Four

General

 8. Please revise to update your
                                            disclosures throughout the filing and address areas that appear to need updating or that
                                            present inconsistencies. Non-exclusive examples of areas where disclosure should be updated
                                            are as follows:

 • To
                                            the extent applicable, revise the risk factors and other areas of the document to clarify
                                            the current stage of clinical development for your product candidates, and whether you have
                                            made any determination with respect to seeking expedited approval pathways or orphan drug
                                            status (pages 13, 29-31, 96 and 98-103). We note the product pipeline in the investor
                                            presentation submitted with your Form 8-K filed September 1, 2023, does not correspond
                                            with the disclosure on page 98;

 • Update
                                            the disclosure regarding the CARES Act, and the status of related legislation (pages 35-36);

 • Update
                                            the status of your patents and patent applications, which currently are stated as of July 16,
                                            2023, and your progress in notifying certain foreign patent offices of your ownership of
                                            foreign patent rights related to SD-101 (pages 44-45 and 48 and 110-113);

 • Update
                                            the disclosure regarding the impact of new tax laws and management's remediation plans regarding
                                            the material weaknesses in your internal controls (page 55);

 • Update
                                            the risk factors related to the market for your securities and price volatility (page 56);

 • Revise
                                            to clarify that your warrants are exercisable (page 59);

 • Revise
                                            the risk factors to clarify that your current charter contains an exclusive forum provision,
                                            rather than it "will provide" that federal district courts will be the sole and
                                            exclusive forum (page 62);

 • Update
                                            the recent developments on page 68; and

 • Please
                                            update the status of the transactions described in "Certain Relationships and Related
                                            Party Transactions," beginning on page 155, to the extent the transactions do not
                                            reflect the effects of the business combination.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on pages 7–8, 10, 13, 19, 22, 32, 37, 42, 45–46,
55–59, 62–64, 72, 94, 99, 103, 105–108, 111, 113, 115–117 and 161–163 of Amendment No. 2. The Company
also respectfully advises the Staff that there have not been any changes to its determinations with respect to seeking expedited approval
pathways or orphan drug status.

 9. Please revise the first paragraph
                                            on the cover page, and the prospectus generally, to remove the registration of these private
                                            placement shares:

 • "up
                                            to 4,933,333 shares of Common Stock that are issuable upon the exercise of 4,933,333 warrants
                                            (the “Private Placement Warrants”) held by MedTech Acquisition Sponsor LLC, a
                                            Delaware limited liability company (the “Sponsor”), originally issued in a private
                                            placement in connection with the initial public offering of MedTech Acquisition Corporation
                                            (“MTAC”)," and

 • "up
                                            to 1,000,000 shares of Common Stock that are issuable upon the exercise of 1,000,000 conversion
                                            warrants issuable upon the conversion of the promissory note issued by MTAC to the Sponsor
                                            for working capital requirements and payment of certain expenses in connection with a potential

United States securities and exchange commission logo
September 27, 2023
Mary Szela
Chief Executive Officer
TriSalus Life Sciences, Inc.
6272 W. 91st Ave.
Westminster, Colorado 80031
Re:TriSalus Life Sciences, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 1, 2023
File No. 333-274292
Dear Mary Szela:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Amendment No. 1 to Form S-1 filed September 1, 2023
Cover Page
1.We note your disclosure of the purchase price for certain securities being registered for
resale. For each of the securities being registered for resale, disclose the price that the
selling securityholders paid for such securities.
Prospectus Summary, page 1
2.Here and in your risk factors, use of proceeds and management's discussion and analysis,
and elsewhere where you address your recent trading prices as compared to the warrant
exercise price, please revise to clarify that your warrants are out of the money and it is
unlikely that warrant holders would exercise your warrants while the trading price is
below the warrant exercise price. In addition, we note that your disclosure does not

 FirstName LastNameMary Szela
 Comapany NameTriSalus Life Sciences, Inc.
 September 27, 2023 Page 2
 FirstName LastName
Mary Szela
TriSalus Life Sciences, Inc.
September 27, 2023
Page 2
present a clear view of your liquidity expectations.  We note, for example:

•Disclosure in the liquidity discussion on pages 76-77, wherein you state, "We believe
that the proceeds from the Business Combination and [the July 2023] exercise of
warrants should be sufficient to fund our operations through key data read-outs
expected in mid-2024. However, unless we are able to raise additional capital, we do
not currently expect that our existing cash and cash equivalents, including cash
received in connection with the Business Combination will be sufficient to fund our
projected liquidity requirements for the next 12 months, creating substantial doubt
about our ability to continue as a going concern."
•The liquidity discussion refers to the section addressing "Funding Requirements,"
wherein you state, "We will likely require additional capital in the near term
in order to continue to fund our operations through equity or debt financings,
partnerships, collaborations, or other sources which may not be available on a timely
basis, on favorable terms, or at all, and such capital, if obtained, may not be sufficient
to enable us to continue to implement our long-term business strategy."

Please revise your cover page, summary, risk factors, use of proceeds, and MD&A to
clarify the ability of your company to fund your operations on a prospective basis with
your current cash on hand.

3.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. To the extent you have not done so, highlight any
differences in the current trading price, the prices that the Sponsor, PIPE investors and
other selling securityholders acquired their shares and warrants, and the price that the
public securityholders acquired their shares and warrants. Disclose that while the Sponsor,
PIPE investors and other selling securityholders may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar
rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.
Risk Factors
Sales of our Common Stock and/or Warrants or the perception of such sales, by us or the selling
securityholders pursuant to this prospectus, page 57
4.We note the risk factor on page 59 addressing the potential negative pressure potential
sales by the selling securityholders may have on your security prices. Please revise the
risk factor to state the purchase price the various selling security holders paid for their
securities being registered for resale, in addition to the price paid originally for the
Founder Shares.

 FirstName LastNameMary Szela
 Comapany NameTriSalus Life Sciences, Inc.
 September 27, 2023 Page 3
 FirstName LastName
Mary Szela
TriSalus Life Sciences, Inc.
September 27, 2023
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
66
5.We note that the projected revenues for 2023 were $19.2 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
Board, the company’s financial advisors and the SPAC in connection with the evaluation
of the Business Combination. We also note that your actual revenues for the six months
ended June 30, 2023 was approximately $7.6 million. It appears that you will miss your
2023 revenue projection. Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances.
Liquidity and capital Resources, page 75
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.
7.We note your disclosure that this offering involves the potential sale of a substantial
portion of shares for resale and that such sales could impact the market price of the
company’s common stock. Please expand your disclosure to  highlight the fact that a
number of beneficial owners of more than 5% will be able to sell all of their shares for so
long as the registration statement of which this prospectus forms a part is available for
use. In providing this disclosure, please include the number of beneficial owners of more
than 5% of your shares that are participating in the offering.
General
8.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:

•To the extent applicable, revise the risk factors and other areas of the document to
clarify the current stage of clinical development for your product candidates, and
whether you have made any determination with respect to seeking expedited approval
pathways or orphan drug status (pages 13, 29-31, 96 and 98-103).  We note the
product pipeline in the investor presentation submitted with your Form 8-K filed
September 1, 2023, does not correspond with the disclosure on page 98;
•Update the disclosure regarding the CARES Act, and the status of related legislation
(pages 35-36);
•Update the status of your patents and patent applications, which currently are stated
as of July 16, 2023, and your progress in notifying certain foreign patent offices of

 FirstName LastNameMary Szela
 Comapany NameTriSalus Life Sciences, Inc.
 September 27, 2023 Page 4
 FirstName LastNameMary Szela
TriSalus Life Sciences, Inc.
September 27, 2023
Page 4
your ownership of foreign patent rights related to SD-101 (pages 44-45 and 48 and
110-113);
•Update the disclosure regarding the impact of new tax laws and management's
remediation plans regarding the material weaknesses in your internal controls (page
55);
•Update the risk factors related to the market for your securities and price volatility
(page 56);
•Revise to clarify that your warrants are exercisable (page 59);
•Revise the risk factors to clarify that your current charter contains an exclusive forum
provision, rather than it "will provide" that federal district courts will be the sole and
exclusive forum (page 62);
•Update the recent developments on page 68; and
•Please update the status of the transactions described in "Certain Relationships and
Related Party Transactions," beginning on page 155, to the extent the transactions do
not reflect the effects of the business combination.
9.Please revise the first paragraph on the cover page, and the prospectus generally, to
remove the registration of these private placement shares:

•"up to 4,933,333 shares of Common Stock that are issuable upon the exercise of
4,933,333 warrants (the “Private Placement Warrants”) held by MedTech Acquisition
Sponsor LLC, a Delaware limited liability company (the “Sponsor”), originally
issued in a private placement in connection with the initial public offering of
MedTech Acquisition Corporation (“MTAC”)," and
•"up to 1,000,000 shares of Common Stock that are issuable upon the exercise of
1,000,000 conversion warrants issuable upon the conversion of the promissory note
issued by MTAC to the Sponsor for working capital requirements and payment of
certain expenses in connection with a potential business combination transaction (the
“Conversion Warrants” . . .)."
For guidance, please refer to Securities Act Section 5 Compliance and Disclosure
Interpretation ("C&DI) 139.09.
10.The company seeks to register "(c) up to 15,575,001 shares of Common Stock issued
pursuant to that Agreement and Plan of Merger, dated as of November 11, 2022, as
amended on April 4, 2023, May 13, 2023 and July 5, 2023, by and among MTAC, MTAC
Merger Sub, Inc. and TriSalus Operating Life Sciences, Inc. ('Legacy TriSalus') to certain
former equityholders of Legacy TriSalus," as noted in the second paragraph on the cover
page.  As TriSalus merged into the SPAC merger subsidiary, these affiliates are deemed to
be underwriters, and must set a price at which the shares will be sold pursuant to the
prospectus.  Refer to Securities Act Rule 145(c).  Please revise the prospectus
accordingly.
11.We note the disclosure on page 167 regarding the "number of PIPE shares registered for
sale to each Selling Shareholder holding Series A Convertible Preferred stock."  As you

 FirstName LastNameMary Szela
 Comapany NameTriSalus Life Sciences, Inc.
 September 27, 2023 Page 5
 FirstName LastName
Mary Szela
TriSalus Life Sciences, Inc.
September 27, 2023
Page 5
are not registering the sale to each Selling Shareholder, please revise this disclosure to be
consistent with the cover page.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nicholas O'Leary at 202-551-4451 or Abby Adams at 202-551-6902 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Matt Browne, Esq.

CORRESP
1
filename1.htm

MEDTECH
ACQUISITION CORPORATION

48 Maple Avenue

Greenwich, Connecticut 06830

July 14, 2023

VIA EDGAR Correspondence

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Ms. Jessica Ansart

 Re: Acceleration of Effective Date

    MedTech Acquisition Corp

    Registration Statement on Form S-4 (File
No. 333-269138)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), MedTech Acquisition Corporation (the “Registrant”) hereby requests
that the effective date of the above-referenced Registration Statement (the “Registration Statement”) be accelerated so that
the Registration Statement becomes effective under the Securities Act at 4:00 p.m., Eastern Time, on Monday, July 17, 2023, or as
soon thereafter as practicable.

The Registrant respectfully requests that you notify
Mr. Kevin Schuler of Foley & Lardner LLP of such effectiveness by a telephone call to (813) 225-5441 or via email at kshuler@foley.com.

    Very truly yours,

    MedTech Acquisition Corporation

    By:
    /s/ Christopher C. Dewey

    Christopher C. Dewey

    Chief Executive Officer

CORRESP
1
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

    - 2 -

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

CORRESP
1
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

June 8, 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. 3 to Registration Statement
on Form S-4

Filed May 23, 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 May 31, 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. 4 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. 3 to the Registration Statement
on Form S-4

TriSalus’
Business

Manufacturing and Distribution, page 233

    1.
    We note you entered into a distribution and collaboration agreement with Hangzhou Ruizhen Therapeutics Co. Ltd in May 2019. Please revise your disclosure to discuss all material terms of your agreement with Hangzhou Ruizhen, including, to the extent not already disclosed:

• the nature and scope of any intellectual property transferred;

• each parties' rights and obligations;

• quantification of all up-front or execution
payments received or paid to date;

• aggregate amounts paid or received to date under
the agreement;

• aggregate amounts of all potential development,
regulatory and commercial milestone payments;

• quantification of the royalty rate, or a range
no greater than 10 percentage points per tier;

• disclosure of the duration of the agreement
and when royalty provisions expire; and

• disclosure of termination provisions.

    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

June 8, 2023

Page 2

Please also file this agreement as an exhibit to your
registration statement. Alternatively, advise us why such agreement is not material and required to be filed. See Item 601(b)(10) of Regulation
S-K.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 258-259 of the Amended Registration Statement to include a description of the distribution
and collaboration agreement with Hangzhou Ruizhen Therapeutics Co. Ltd. and has filed the agreement as Exhibit 10.24 to the Amended Registration
Statement.

Intellectual Property, page 233

    2.
    We note your response to comment 3 and your revised disclosure here that you "jointly own one (1) granted US and six (6) granted foreign patents that relate to SD-101." Please revise your disclosure to specify the party with which you jointly own these patents, the specific jurisdictions of the foreign patents, and the patent expiration dates.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on page 259 of the Amended Registration Statement to specify the party with which TriSalus jointly
owns one (1) granted US, seven (7) granted foreign patents and two (2) pending foreign applications that relate to SD-101. The Company
has also clarified that the disclosure on the specific jurisdictions of the foreign patents and the patent expiration dates is included
in the table on page 260 of the Amended Registration Statement.

* * *

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

United States securities and exchange commission logo
May 31, 2023
Christopher Dewey
Chief Executive Officer
MedTech Acquisition Corp
48 Maple Avenue
Greenwich, CT 06830
Re:MedTech Acquisition Corp
Amendment No. 3 to Registration Statement on Form S-4
Filed May 23, 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 3, 2023 letter.
Amendment No. 3 to the Registration Statement on Form S-4
TriSalus' Business
Manufacturing and Distribution, page 233
1.We note you entered into a distribution and collaboration agreement with Hangzhou
Ruizhen Therapeutics Co. Ltd in May 2019. Please revise your disclosure to discuss all
material terms of your agreement with Hangzhou Ruizhen, including, to the extent not
already disclosed:

•the nature and scope of any intellectual property transferred;
•each parties' rights and obligations;
•quantification of all up-front or execution payments received or paid to date;

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 May 31, 2023 Page 2
 FirstName LastName
Christopher Dewey
MedTech Acquisition Corp
May 31, 2023
Page 2
•aggregate amounts paid or received to date under the agreement;
•aggregate amounts of all potential development, regulatory and commercial
milestone payments;
•quantification of the royalty rate, or a range no greater than 10 percentage points per
tier;
•disclosure of the duration of the agreement and when royalty provisions expire; and
•disclosure of termination provisions.

Please also file this agreement as an exhibit to your registration statement. Alternatively,
advise us why such agreement is not material and required to be filed. See Item
601(b)(10) of Regulation S-K.
Intellectual Property, page 233
2.We note your response to comment 3 and your revised disclosure here that you "jointly
own one (1) granted US and six (6) granted foreign patents that relate to SD-101." Please
revise your disclosure to specify the party with which you jointly own these patents, the
specific jurisdictions of the foreign patents, and the patent expiration dates.
            You may contact Christie Wong at 202-551-3684 or Al Pavot at 202-551-3738 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

CORRESP
1
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

May 23, 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. 2 to Registration Statement
on Form S-4

Filed April 21, 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 May 3, 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. 3 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.

Amendment No. 2 to Form S-4 Filed on
April 21, 2023

TriSalus’ Business

MD Anderson Cancer Center, page 224

    1.
    We note your response to comment 8 and your revised disclosure stating that you will pay $10.0 million to MD Anderson Cancer Center in collaboration funding under the agreement and that you have already paid $4 million. Please revise your disclosure to clarify when and on what basis future payments will be made. For example, clarify whether payments will be made in accordance with the achievement of certain milestones or on specific timelines.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 224-225 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

May 23, 2023

Page 2

Intellectual Property, page 233

    2.
    We note your response to comment 11. Please revise your disclosure here to clarify when will be "the expiration of the last-to-expire claim of an issued and unexpired patent relating to SD-101 that claims such product (or compound contained therein) or the manufacture or use thereof in the applicable country of sale."

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 233-237  of the Amended Registration Statement.

    3.
    We note your response to comment 10 and your revised disclosure here stating that "[a]ll of TriSalus' granted US and foreign patents that relate to composition of matter for SD-101 will expire in December 2023." Please revise your disclosure to clearly state the number of patents with respect to SD-101 that have expiration dates past December 2023 and the type of patent protection, expiration dates and jurisdiction of each. Additionally, provide expiration dates for your jointly-owned patents. You also state that "[a]ny patents issuing from the pending patent applications (or in the case of priority applications, if issued from future non-provisional applications that we file) are expected to expire between 2023 and 2043." Please revise to state how many patents would have expiration dates past 2023, the type of patent protection, expected expiration dates and jurisdiction of each. Finally, ensure expiration dates are provided for all granted patents, including with respect to TriNav, PEDD and PVRI.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages  233-237 of the Amended Registration Statement.

Unaudited Pro Forma Condensed Combined Balance Sheet, page 266

    4.

    With reference to Note (A), Note (B) and Note (G), please expand
    and reconcile the pro forma adjustment such as preferred shares issued, additional paid in capital recorded and all other related adjustments
    to the issuance of Series B-2 and Series B-3 preferred shares. We note your disclosures on page 263 related to Other Financing and Related
    events.

 Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 276-278 of the Amended Registration Statement. The Company respectfully advises the Staff that adjustments (A) and (B) that were included in Amendment No. 2 to Registration Statement
on Form S-4 have been removed in the Amended Registration Statement as these adjustments are now reflected in the historical TriSalus
balances presented in the unaudited pro forma condensed combined financial statements in the Amended Registration Statement, and that
adjustment (G) in Amendment No. 2 to Registration Statement on Form S-4 is now reflected in adjustment (E) in the Amended Registration
Statement.

    - 2 -

U.S. Securities and Exchange Commission

May 23, 2023

Page 3

Exhibits

    5.
    It appears certain exhibits have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K, not just Item 601(a)(5) of Regulation S-K as currently stated on the exhibit index. Please mark the exhibit index to indicate that portions of certain specified exhibits have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages  II-3-II-7 of the Amended Registration Statement.

* * *

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

    - 3 -

United States securities and exchange commission logo
May 3, 2023
Christopher Dewey
Chief Executive Officer
MedTech Acquisition Corp
48 Maple Avenue
Greenwich, CT 06830
Re:MedTech Acquisition Corp
Amendment No. 2 to Registration Statement on Form S-4
Filed April 21, 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 February 28, 2023 letter.
Amendment No. 2 to Form S-4 Filed on April 21, 2023
TriSalus' Business
MD Anderson Cancer Center, page 224
1.We note your response to comment 8 and your revised disclosure stating that you will pay
$10.0 million to MD Anderson Cancer Center in collaboration funding under the
agreement and that you have already paid $4 million. Please revise your disclosure to
clarify when and on what basis future payments will be made. For example, clarify
whether payments will be made in accordance with the achievement of certain milestones
or on specific timelines.

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 May 3, 2023 Page 2
 FirstName LastName
Christopher Dewey
MedTech Acquisition Corp
May 3, 2023
Page 2
Intellectual Property, page 233
2.We note your response to comment 11. Please revise your disclosure here to clarify when
will be "the expiration of the last-to-expire claim of an issued and unexpired patent
relating to SD-101 that claims such product (or compound contained therein) or the
manufacture or use thereof in the applicable country of sale."
3.We note your response to comment 10 and your revised disclosure here stating that "[a]ll
of TriSalus' granted US and foreign patents that relate to composition of matter for SD-
101 will expire in December 2023." Please revise your disclosure to clearly state the
number of patents with respect to SD-101 that have expiration dates past December 2023
and the type of patent protection, expiration dates and jurisdiction of each. Additionally,
provide expiration dates for your jointly-owned patents. You also state that "[a]ny patents
issuing from the pending patent applications (or in the case of priority applications, if
issued from future non-provisional applications that we file) are expected to expire
between 2023 and 2043." Please revise to state how many patents would have expiration
dates past 2023, the type of patent protection, expected expiration dates and jurisdiction of
each. Finally, ensure expiration dates are provided for all granted patents, including with
respect to TriNav, PEDD and PVRI.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 266
4.With reference to Note (A), Note (B) and Note (G), please expand and reconcile the pro
forma adjustment such as preferred shares issued, additional paid in capital recorded and
all other related adjustments  to the issuance of Series B-2 and Series B-3 preferred shares.
We note your disclosures on page 263 related to Other Financing and Related events.
Exhibits
5.It appears certain exhibits have been redacted pursuant to Item 601(b)(10)(iv) of
Regulation S-K, not just Item 601(a)(5) of Regulation S-K as currently stated on the
exhibit index. Please mark the exhibit index to indicate that portions of certain specified
exhibits have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 May 3, 2023 Page 3
 FirstName LastName
Christopher Dewey
MedTech Acquisition Corp
May 3, 2023
Page 3
            You may contact Christie Wong at 202-551-3684 or Al Pavot at 202-551-3738 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

CORRESP
1
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

April 21, 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. 1 to
Registration Statement on Form S-4

Filed January 14,
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
28, 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. 2 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.

Amendment No. 1 to the Registration
Statement on Form S-4

Summary of the Proxy Statement

Certain Related Agreements,
page 25

 1. On page 26 and elsewhere you state that you are obligated to file, no later than 45 days after the Closing
Date, a registration statement covering the re-sale of the Registrable Securities, which term you state is defined in the Agreement and
Plan of Merger. Please revise to define this term in this proxy statement/prospectus.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 4, 27, 141, and 286 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

April 21, 2023

Page 2

Proposal 1 – The Business
Combination Proposal

Background of the Business Combination,
page 141

 2. We note your response to comment 20 and reissue the comment in part. We also note the contract with ACD,
which previously accounted for 20% of TriSalus’ revenues, was terminated in December 2022. Please clarify whether any discussions
took place with TriSalus during the negotiation period about the potential loss of clients, such as ACD, in the near future.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 147-148 and 152 of the Amended Registration Statement.

Projected Financial Information,
page 157

 3. We note your response to comment 26. Please revise to provide additional detail concerning the assumptions
underlying your projected unit sales and market share. For example, on page 159 you state that one assumption is that TriSalus will increase
 “the number of TriSalus sales representatives in FY2023 to provide full nationwide coverage allowing TriNav sales to continue to
accelerate in both FY2023 and FY2024.” Please revise to state at what percent sales are assumed to be accelerated in FY2023 and
FY2024 and how this compares to historical figures.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 160-161 of the Amended Registration Statement.

Material U.S. Federal Income
Tax Consequences, page 191

 4. We note your disclosure here regarding the material U.S. federal income tax consequences of the exercise
of redemption rights by stockholders. We also note that the Agreement and Plan of Merger, included as Annex A, states that the business
combination is intended to qualify as a “reorganization” within the meaning of Code Section 368(a). Please amend the disclosure
here, and where appropriate, to describe the federal income tax consequences of the entire transaction and not just the federal income
tax consequences of redemptions, as the public stockholders will be making an investment decision whether or not to redeem their shares.
See Item 4(a)(6) of Form S-4.

    - 2 -

U.S. Securities and Exchange Commission

April 21, 2023

Page 3

Response:

In response to the
Staff’s comment, the Company respectfully advises the Staff that the Company does not believe that the U.S. federal income tax consequences
of the Business Combination are material to the Company or its stockholders because the Business Combination does not affect the tax position
of the Company’s stockholders in any way, regardless of the U.S. federal income tax treatment of the Business Combination.

Whether the transactions
described in the Merger Agreement qualify or fail to qualify as a “reorganization” within the meaning of Code Section 368(a)
does not impact the Company’s stockholders’ decision to approve, or not approve, the Business Combination, to exercise their
redemption rights, or to purchase or sell Common Stock (or, following the consummation of the Business Combination, Combined Company Common
Stock) because qualification as a “reorganization” under Code Section 368(a) does not have any impact on the Company or its
current stockholders. The Merger Agreement does not contemplate existing Company stockholders exchanging their Common Stock for shares
in any other entity; since Company stockholders simply retain their existing shares of Common Stock, there is no taxable event for them
regardless of whether or not Code Section 368(a) is applicable to other parties.

The only parties affected
by the qualification of the Business Combination as a “reorganization” under Code Section 368(a) are TriSalus stockholders.
However, the TriSalus stockholders are not voting at the Meeting and the Amended Registration Statement is not soliciting their consent
to the transactions. Instead, as promptly as practicable after the Amended Registration Statement is declared effective under the Securities
Act, TriSalus will disseminate to TriSalus stockholders an information statement containing all information required to be delivered under
Delaware Law, including a description of the material terms of the Business Combination, Merger Agreement and related ancillary documents
as well as the appraisal rights available under Delaware Law, for purposes of soliciting such TriSalus stockholders’ consent to
adopt the Merger Agreement and approve the Business Combination. The information statement will also contain information with respect
to the qualification of the Business Combination as a “reorganization” within the meaning of Code Section 368(a). In connection
with their consideration of the Business Combination, and based on their review of the information statement, the TriSalus stockholders
can seek advice from their own tax advisors and will be responsible for paying their own taxes, if any, that result from the Business
Combination. The Company and its stockholders are not required to indemnify the TriSalus stockholders for such taxes, if any.

    - 3 -

U.S. Securities and Exchange Commission

April 21, 2023

Page 4

Accordingly, the qualification
of the Business Combination as a “reorganization” under Code Section 368(a) is irrelevant to the Company’s stockholders’
decision of whether or not to approve the Business Combination or exercise their redemption rights, and TriSalus stockholders will be
provided with the information required under Delaware law, including with respect to the qualification of the Business Combination as
a “reorganization” under Code Section 368(a), through their receipt of an information statement in connection with the solicitation
of their consent to approve the Business Combination and adopt the Merger Agreement.

TriSalus’ Business

Our Customers, page 212

 5. We note your revised disclosure on page 258 in Management’s Discussion and Analysis of Financial Condition
and Results of Operations of TriSalus and in your Risk Factors on pages 48-49 and 56 discussing the December 2022 termination of your
contract with ACD, who previously accounted for 20% of TriSalus’ revenues. We also note that you discuss on page 49 that “TriSalus
intends to further develop an in-house marketing organization and sales force with technical expertise and supporting distribution capabilities
to commercialize TriNav.” Please revise your disclosure here or elsewhere in TriSalus’ Business section as appropriate, such
as in your discussion of TriSalus’ distribution on page 231, to discuss any past dependence TriSalus had on ACD as a significant
customer, to disclose the termination of the contract with ACD and to discuss the implications this has for TriSalus’ sales, marketing
and distribution strategy. Refer to Item 101(h)(4)(vi) of Regulation S-K.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that ACD previously served as the third party intermediary between TriSalus and customers
who accounted for approximately 20% of TriSalus’ sales of TriNav for the year ended December 31, 2022 and approximately 25% of TriSalus’
sales of TriNav for the year ended December 31, 2021. The year-over-year decrease in sales through ACD reflects the beginning of TriSalus’
transition to an internal distribution model. TriSalus does not anticipate a material loss of customers as a result of terminating its
agreement with ACD because its internal distribution team is now working directly with the customers who previously purchased TriNav through
ACD. The Company has revised the disclosure on pages 50, 233, and 258 of the Amended Registration Statement to clarify the foregoing.

Our Platform Solution: Addressing
the Limitations of Current Approaches in Cancer Immunotherapy, page 214

 6. We note your response to comment 30 and reissue the comment in part. On page 222 you state “PEDD improved
tumor targeting in liver radioembolization with resin microspheres and significantly increased both T/N ratio and dose delivery compared
to a standard endhole microcatheter” and “PEDD achieved greater on-target distribution of chemotherapy eluting beads, delivering
a significantly higher concentration of therapy in the tumor as compared to standard endhole microcatheters in association with higher
radiographic and pathologic response rates.” Please revise to clarify whether TriSalus conducted head-to-head trials for these comparisons.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 223-224 of the Amended Registration Statement.

    - 4 -

U.S. Securities and Exchange Commission

April 21, 2023

Page 5

Market
Opportunity for TriNav Delivery Technology and Investigational Therapeutic SD-101, page 215

 7. We note your response to comment 32, where you state that you revised footnote three to the table on page
216. However, footnote three to the table on page 216 appears unchanged and still indicates that the SD101/PEDD US patient population
estimates were management estimates based on TriSalus data and models and prepared by Lumanity. Please clarify what role Lumanity played
in preparing these estimates.

Response:

In response to the Staff’s comment,
the Company has revised footnote 3 to the table on page 217 of the Amended Registration Statement to clarify that the information presented
in the table is based on TriSalus management’s estimates of the market opportunity for SD-101.

Clinical Sites and Partnerships

MD Anderson Cancer Center, page
222

 8. We note your response to comment 38 and your revised disclosure on page 222 with respect to TriSalus’
partnership with MD Anderson Cancer Center. Please revise your disclosure here to discuss all material terms of the agreement with MD
Anderson Cancer Center, including, to the extent applicable:

 · the nature and scope of any intellectual property transferred;

 · quantification of all up-front or execution payments received or paid to date;

 · the aggregate amounts paid or received to date under the agreement; and

 · disclosure of the termination provisions.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on page 224 of the Amended Registration Statement.

    - 5 -

U.S. Securities and Exchange Commission

April 21, 2023

Page 6

Industry
and Competition

Hepatocellular Carcinoma
(HCC), page 230

 9. We note your response to comment 31 and your revisions throughout the prospectus and we reissue the comment
in part. We note that you continue to reference here “the favorable emerging safety profile of SD-101 delivered by PEDD.”
Conclusions regarding efficacy and safety are determinations that only the FDA or a foreign government equivalent has the authority to
make. Please revise your disclosure to eliminate the implication that any TriSalus’ product candidate has been or will ultimately
be determined safe and/or effective. Alternatively, we advise you that you may present the objective data from pre-clinical and clinical
trials without drawing a conclusion from the results. For example, you may note that a candidate was well tolerated or the number of trial
participants who met the identified trial endpoints.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 210, 225, and 232 of the Amended Registration Statement.

Intellectual Property, page
231

 10. We note your response to comment 41 and your revised disclosure here and on pages 80-81 of your Risk Factors.
Please revise your disclosure to clearly describe the type of patent protection granted and the jurisdiction of each patent that will
or is expected to expire in 2023.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 81-82 and 233-234 of the Amended Registration Statement.

 11. We note your response to comment 42. Please revise page 230 to state the term of the Dynavax Asset Purchase
Agreement and its termination provisions.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that, pursuant to the terms of the Dynavax Asset Purchase Agreement (the “Dynavax
Agreement”), the Company acquired (i) SD-101 intellectual property and product know-how, (ii) all permits related to SD-101, (iii)
all regulatory documentation related to SD-101, (iv) the SD-101 investigational new drug and (v) all clinical trial data associated with
SD-101. As an asset purchase transaction, the Dynavax Agreement, a copy of which is attached as Exhibit 10.13 to the Amended Registration
Statement, does not include a specific term (other than the duration of royalty payments) nor any termination provisions. Accordingly,
the Company respectfully advises the Staff that the disclosure on page 232 of the Amended Registration Statement includes the duration
of royalty payments to Dynavax and that additional disclosure regarding the term and termination provisions is not necessary for the reasons
stated above.

* * *

    - 6 -

U.S. Securities and Exchange Commission

April 21, 2023

Page 7

Please note that the Company
has also updated certain other portions of the Registration Statement on Form S-4, as shown on the clean and marked courtesy copies of
the Amended Registration Statement provided.

United States securities and exchange commission logo
February 28, 2023
Christopher Dewey
Chief Executive Officer
MedTech Acquisition Corp
48 Maple Avenue
Greenwich, CT 06830
Re:MedTech Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-4
Filed February 14, 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 February 2, 2023 letter.
Amendment No. 1 to the Registration Statement on Form S-4
Summary of the Proxy Statement
Certain Related Agreements, page 25
1.On page 26 and elsewhere you state that you are obligated to file, no later than 45 days
after the Closing Date, a registration statement covering the re-sale of the Registrable
Securities, which term you state is defined in the Agreement and Plan of Merger. Please
revise to define this term in this proxy statement/prospectus.

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 February 28, 2023 Page 2
 FirstName LastNameChristopher Dewey
MedTech Acquisition Corp
February 28, 2023
Page 2
Proposal 1 - The Business Combination Proposal
Background of the Business Combination, page 141
2.We note your response to comment 20 and reissue the comment in part. We also note that
the contract with ACD, which previously accounted for 20% of TriSalus' revenues, was
terminated in December 2022. Please clarify whether any discussions took place with
TriSalus during the negotiation period about the potential loss of clients, such as ACD, in
the near future.
Projected Financial Information, page 157
3.We note your response to comment 26. Please revise to provide additional detail
concerning the assumptions underlying your projected unit sales and market share. For
example, on page 159 you state that one assumption is that TriSalus will increase "the
number of TriSalus sales representatives in FY2023 to provide full nationwide coverage
allowing TriNav sales to continue to accelerate in both FY2023 and FY2024." Please
revise to state at what percent sales are assumed to be accelerated in FY2023 and FY2024
and how this compares to historical figures.
Material U.S. Federal Income Tax Consequences, page 191
4.We note your disclosure here regarding the material U.S. federal income tax consequences
of the exercise of redemption rights by stockholders. We also note that the Agreement and
Plan of Merger, included as Annex A, states that the business combination is intended to
qualify as a “reorganization” within the meaning of Code Section 368(a). Please amend
the disclosure here, and where appropriate, to describe the federal income tax
consequences of the entire transaction and not just the federal income tax consequences of
redemptions, as the public stockholders will be making an investment decision whether or
not to redeem their shares. See Item 4(a)(6) of Form S-4.
TriSalus' Business
Our Customers, page 212
5.We note your revised disclosure on page 258 in Management's Discussion and Analysis of
Financial Condition and Results of Operations of TriSalus and in your Risk Factors on
pages 48-49 and 56 discussing the December 2022 termination of your contract with
ACD, who previously accounted for 20% of TriSalus' revenues. We also note that you
discuss on page 49 that "TriSalus intends to further develop an in-house marketing
organization and sales force with technical expertise and supporting distribution
capabilities to commercialize TriNav." Please revise your disclosure here or elsewhere in
TriSalus' Business section as appropriate, such as in your discussion of TriSalus'
distribution on page 231, to discuss any past dependence TriSalus had on ACD as a
significant customer, to disclose the termination of the contract with ACD and to discuss
the implications this has for TriSalus' sales, marketing and distribution strategy. Refer to
Item 101(h)(4)(vi) of Regulation S-K.

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 February 28, 2023 Page 3
 FirstName LastNameChristopher Dewey
MedTech Acquisition Corp
February 28, 2023
Page 3
Our Platform Solution: Addressing the Limitations of Current Approaches in Cancer
Immunotherapy, page 214
6.We note your response to comment 30 and reissue the comment in part. On page 222 you
state “PEDD improved tumor targeting in liver radioembolization with resin microspheres
and significantly increased both T/N ratio and dose delivery compared to a standard
endhole microcatheter” and “PEDD achieved greater on-target distribution of
chemotherapy eluting beads, delivering a significantly higher concentration of therapy in
the tumor as compared to standard endhole microcatheters in association with higher
radiographic and pathologic response rates.” Please revise to clarify whether TriSalus
conducted head-to-head trials for these comparisons.
Market Opportunity for TriNav Delivery Technology and Investigational Therapeutic SD-101,
page 215
7.We note your response to comment 32, where you state that you revised footnote three to
the table on page 216. However, footnote three to the table on page 216
appears unchanged and still indicates that the SD101/PEDD US patient population
estimates were management estimates based on TriSalus data and models and prepared by
Lumanity. Please clarify what role Lumanity played in preparing these estimates.
Clinical Sites and Partnerships
MD Anderson Cancer Center, page 222
8.We note your response to comment 38 and your revised disclosure on page 222 with
respect to TriSalus' partnership with the MD Anderson Cancer Center. Please revise your
disclosure here to discuss all material terms of the agreement with the MD Anderson
Cancer Center, including, to the extent applicable:
•the nature and scope of any intellectual property transferred;
•quantification of all up-front or execution payments received or paid to date;
•the aggregate amounts paid or received to date under the agreement; and
•disclosure of the termination provisions.
Industry and Competition
Hepatocellular Carcinoma (HCC), page 230
9.We note your response to comment 31 and your revisions throughout the prospectus and
we reissue the comment in part. We note that you continue to reference here "the
favorable emerging safety profile of SD-101 delivered by PEDD." Conclusions regarding
efficacy and safety are determinations that only the FDA or a foreign government
equivalent has the authority to make. Please revise your disclosure to eliminate the
implication that any TriSalus' product candidate has been or will ultimately be determined
safe and/or effective. Alternatively, we advise you that you may present the objective data
from pre-clinical and clinical trials without drawing a conclusion from the results. For
example, you may note that a candidate was well tolerated or the number of trial

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 February 28, 2023 Page 4
 FirstName LastName
Christopher Dewey
MedTech Acquisition Corp
February 28, 2023
Page 4
participants who met the identified trial endpoints.
Intellectual Property, page 231
10.We note your response to comment 41 and your revised disclosure here and on pages 80-
81 of your Risk Factors. Please revise your disclosure to clearly describe the type of
patent protection granted and the jurisdiction of each patent that will or is expected to
expire in 2023.
11.We note your response to comment 42. Please revise page 230 to state the term of the
Dynavax Asset Purchase Agreement and its termination provisions.
            You may contact Christie Wong at 202-551-3684 or Al Pavot at 202-551-3738 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

CORRESP
1
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

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.

United States securities and exchange commission logo
February 2, 2023
Christopher Dewey
Chief Executive Officer
MedTech Acquisition Corp
48 Maple Avenue
Greenwich, CT 06830
Re:MedTech Acquisition Corp
Registration Statement on Form S-4
Filed January 6, 2023
File No. 333-269138
Dear Christopher Dewey:
            We have reviewed your 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.
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
pages 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.
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 non-redeeming stockholders by including a
sensitivity analysis showing a range of redemption scenarios, including minimum,
maximum and interim redemption levels.

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 February 2, 2023 Page 2
 FirstName LastNameChristopher Dewey
MedTech Acquisition Corp
February 2, 2023
Page 2
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.
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.
Questions and Answers about the Proposals
Q: Are there any arrangements to enable MTAC to obtain sufficient funds, together with the
proceeds in its Trust Account..., page 10
5.Please highlight material differences in the terms and price of securities issued 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.
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.
Q: Do any of MTAC's directors or 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.
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 revise your disclosure here to discuss this waiver.
Additionally, please describe any consideration provided in exchange for this agreement.

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 February 2, 2023 Page 3
 FirstName LastNameChristopher Dewey
MedTech Acquisition Corp
February 2, 2023
Page 3
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.
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.
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 $62.8 million, based on the closing price of the
Class A Common Stock on January 4, 3023" and that the 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 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.
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 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.

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 February 2, 2023 Page 4
 FirstName LastNameChristopher Dewey
MedTech Acquisition Corp
February 2, 2023
Page 4
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.
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 or 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.
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.
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.
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.
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.
20.Please clarify whether any discussions took place with TriSalus about the potential loss of
clients in the near future or other events that may materially affect its prospects or its
financial projections for future performance of the business.

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 February 2, 2023 Page 5
 FirstName LastNameChristopher Dewey
MedTech Acquisition Corp
February 2, 2023
Page 5
21.Please revise to clarify when in discussions with TriSalus you were first provided its
financial projections and the date the projections were prepared. Please also disclose any
discussions that took place relating to the assumptions underlying the projections.
22.We note your disclosure on page 138 that you also engaged “third-party consultants” to
review certain aspects of TriSalus’ business, including TriSalus’ current reimbursement
model. Please identify the consultants who were engaged to conduct this review and
disclose when they were retained. Please also revise to describe any materials or
information that these consultants shared with your board in connection with this
transaction, to the extent material.
23.We note your disclosure on page 139 that from September through November
2022 potential investors met with MTAC, TriSalus and Raymond James to discuss the
possibility of making an investment in MTAC in connection with the potential business
combination. Please revise your disclosure to clarify whether there were any valuation or
other material information about the SPAC, TriSalus, or the de-SPAC transaction
provided to these potential investors that have not been disclosed publicly. Please also
state whether Magnetar has a preexisting relationship with the Sponsor.
MTAC's Board's Reasons for the Approval of the Business Combination, page 141
24.You state the companies shown on pages 146-147 are a “select group of high growth
publicly traded companies in the healthcare and medical device sector that were identified
by Raymond James.” Please revise to state whether any companies meeting the selection
criteria were excluded from the analyses and, if so, explain why. Please also provide
additional detail concerning the qualitative aspect of your analysis, such as whether
operating history or, with respect to therapeutics companies, clinical stage, was
considered, as well as how long these entities have had commercial operations.
Projected Financial Information, page 147
25.We note your assumption that 40% of an estimated total market size of 30,000 patients
would be eligible TriNav candidates. Please revise your disclosure to provide your basis
for the estimates of patients that would be unachievable due to anatomy and tortuosity
with the current TriNav design, that would make use of office-based labs and that would
use the “super selective” approach combined with radio segmentectomy.
26.We note your assumed TriNav market shares of 12%, 22% and 37% in FY2022, FY2023
and FY2024, respectively. Please revise your disclosure to clearly describe the basis for
projecting this revenue growth, specifically, the basis for the projected unit sales for
each year in the forecast period and assumed TriNav total market opportunity for each
such year, and the factors or contingencies that would affect such growth ultimately
materializing. For example, please clarify whether these projections assume any new
market entrants during this period or take into account macroeconomic factors.

 FirstName LastNameChristopher Dewey
 Comapany NameMedTech Acquisition Corp
 February 2, 2023 Page 6
 FirstName LastNameChristopher Dewey
MedTech Acquisition Corp
February 2, 2023
Page 6
Certain Engagements in Connection with the Business Combination and Related Transactions,
page 152
27.We note your disclosure here as well as elsewhere, such as on page 32, that Raymond
James will receive compensation for its investment banking advisory services as well as
its role as sole placement agent with respect to the institutional debt financing
arrangement and that payment of these fees is contingent on the closing of the business
combination. Please quantify the aggregate fees payable to Raymond James that are
contingent on completion of the business combination.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
MTAC
Results of Operations, page 189
28.Please disclose your results of operations for fiscal year ended December 31, 2021 and
2020. See the Instructions to Item 303(b) of Regulation S-K.
Our Platform Solution: Addressing the Limitations of Current Approaches in Cancer
Immunotherapy, page 196
29.Please revise your description of TriSalus' PEDD devices to state that its TPT payments
approval from CMS for its TriNav device expires at the end of this year. Please also state
here expressly whether its PRVI device is a commercial-stage device that is actively sold.
30.We note your statements that TriSalus' PEDD with standard of care therapies achieved
improved results as compared to standard endhole microcatheter approaches as well as the
statement in your graphic at the top of page 201, where you appear to be comparing
TriSalus' Synergy -001/KEYNOTE-184 Phase 1b/2 study to a single agent pembro study
in an academic journal. Please clarify whether TriSalus conducted head-to-head trials for
each of these comparisons.
31.We note your disclosure regarding results from three clinical trials of PEDD with SD-101.
You state that initial data indicate that SD-101 “efficiently reduced MDSC” and has a
"favorable emerging safety profile" when delivered by PEDD. We note similar statements
on page 200 where you refer to SD-101’s “tolerable safety profile” and therapeutic
activity that was “substantiated,” and your statement on page 201, where you state that
TriSalus' strategy is to "replicate the strong response that SD-101 demonstrated in Stage
IV melanoma across a wide array of liver and pancreatic indications." Conclusions
regarding efficacy and safety are det

United States securities and exchange commission logo
September 23, 2022
Christopher C. Dewey
Chief Executive Officer
MedTech Acquisition Corporation
48 Maple Avenue
Greenwich, CT 06830
Re:MedTech Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 3, 2022
File No. 001-39813
Dear Mr. Dewey:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David J. Matlin

CORRESP
1
filename1.htm

MedTech Acquisition Corporation

48 Maple Avenue

Greenwich, CT 06830

VIA EDGAR

September 22, 2022

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Isaac Esquivel

 Re: MedTech Acquisition Corporation

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed March 3, 2022

File No. 001-39813

Dear Mr. Esquivel:

MedTech Acquisition Corporation
(the “Company,” “we,” “our” or “us”) hereby transmits the
Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), on August 26, 2022, regarding its Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 (the “Form 10-K”) originally filed with the Commission on March 3, 2022.

For your convenience, we have
repeated below your comment in bold, and have followed the comment with our response. Capitalized terms used but not otherwise defined
herein have the meanings ascribed to such terms in the Form 10-K.

Form 10-K for the Fiscal Year Ended December 31, 2021

General

 1. With a view toward disclosure, please tell us whether your
sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings
to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance,
discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should
the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS),
or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit
the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences
of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response.

Response: The Company respectfully advises
the Staff that its sponsor, MedTech Acquisition Sponsor LLC, a Delaware limited liability company, is not a non-U.S. person and is neither
controlled by, nor does it have substantial ties with, any non-U.S. person.

We thank you for your review
of the foregoing and the Form 10-K, as amended. If you have further comments, please feel free to contact to our counsel, Wei Wang, Esq.,
at wwang@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

     

    /s/ Christopher C. Dewey

    Christopher C. Dewey

    Chief Executive Officer

 cc: Wei Wang, Esq.

Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
August 26, 2022
Christopher C. Dewey
Chief Executive Officer
MedTech Acquisition Corporation
48 Maple Avenue
Greenwich, CT 06830
Re:MedTech Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 3, 2022
File No. 001-39813
Dear Mr. Dewey:
            We have reviewed your filing and have the following comment.  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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses

 FirstName LastNameChristopher C. Dewey
 Comapany NameMedTech Acquisition Corporation
 August 26, 2022 Page 2
 FirstName LastName
Christopher C. Dewey
MedTech Acquisition Corporation
August 26, 2022
Page 2
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Isaac Esquivel at (202) 551-3395 or Mark Rakip at (202) 551-3573 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction