TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 31, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRISALUS LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) 8071 (Primary Standard Industrial 85-3009869 (I.R.S. Employer Identification No.) Delaware (State or other jurisdiction of incorporation or organization) 6272 W. 91st Ave. W ...

Financial Performance - The company reported a net loss of $995,039 for the three months ended June 30, 2023, with general and administrative expenses of $1,429,989[159]. - For the six months ended June 30, 2023, the company had a net loss of $1,443,136, with general and administrative expenses totaling $2,273,335[160]. - Cash used in operating activities for the six months ended June 30, 2023 was $1,012,320[165]. - The Company incurred $30,000 in fees for office space and administrative support for the three months ended June 30, 2023, consistent with the previous year[178]. Trust Account and Investments - As of June 30, 2023, the company had investments held in the trust account amounting to $12,076,340[167]. - The company intends to use substantially all funds held in the trust account to complete its business combination[168]. - The company had cash of $103,975 available as of June 30, 2023, along with $370,778 available to be drawn on the 2022 Promissory Note III[169]. Business Combination Plans - The company plans to consummate the TriSalus Business Combination during the third quarter of 2023[169]. - The TriSalus Business Combination is subject to certain closing conditions, and the company will be renamed "TriSalus Life Sciences, Inc." upon completion[154]. - Management has until September 22, 2023, to consummate an initial business combination, or face mandatory liquidation[176]. Debt and Liabilities - As of June 30, 2023, the outstanding balance under the 2021 Promissory Note was $544,000, and it is non-interest bearing, maturing upon the closing of the initial business combination[170]. - The 2022 Promissory Note I had an outstanding balance of $400,000 as of June 30, 2023, also non-interest bearing and maturing upon the closing of the initial business combination[171]. - The 2022 Convertible Promissory Note had an outstanding balance of $1,500,000 as of June 30, 2023, with the option for the Sponsor to convert it into warrants at $1.50 per warrant[173]. - The First Extension Note had an outstanding balance of $234,411 as of June 30, 2023, and is repayable upon the consummation of an initial business combination[174]. - As of June 30, 2023, there were $300,000 included in accounts payable and accrued expenses[179]. - The underwriters of the Initial Public Offering are entitled to a deferred fee of $8,750,000, payable only upon the completion of an initial business combination[180]. Economic Factors - Various economic factors, including inflation and geopolitical instability, may adversely affect the Company's ability to complete an initial business combination[189]. IPO and Share Issuance - The company generated gross proceeds of $250,000,000 from its Initial Public Offering, with $14,161,525 incurred in related costs[163][164]. - The company entered into subscription agreements for the purchase of 4,015,002 shares of Series A Convertible Preferred Stock at a total purchase price of $40,150,020[156]. Off-Balance Sheet Financing - The Company has no off-balance sheet financing arrangements as of June 30, 2023[177].

Financial Performance - The company reported a net loss of $448,097 for the three months ended March 31, 2023, compared to a net income of $2,836,725 for the same period in 2022[150][151]. - Cash used in operating activities for the three months ended March 31, 2023, was $698,415, compared to $425,954 for the same period in 2022[154][155]. - General and administrative expenses for the three months ended March 31, 2023, were $843,346[150]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[149]. Investments and Financial Position - As of March 31, 2023, the company had investments held in the trust account amounting to $20,219,328, with no withdrawals made from the interest income during the period[156]. - Interest earned on marketable securities held in the trust account was $157,033 for the three months ended March 31, 2023[150]. - The company has outstanding promissory notes totaling $2,564,222 as of March 31, 2023, related to funding from the Sponsor[159][161][164]. - As of March 31, 2023, the company has no off-balance sheet financing arrangements or long-term debt obligations[166]. Initial Public Offering and Business Combination - The company generated gross proceeds of $250,000,000 from its Initial Public Offering, with $14,161,525 incurred in related costs[152][153]. - The total deferred fee to underwriters from the Initial Public Offering amounts to $8,750,000, contingent upon the completion of an initial business combination[170]. - The TriSalus Business Combination is expected to rename the company to "TriSalus Life Sciences, Inc." upon completion[145]. - The company has until June 22, 2023, to consummate an initial business combination, or it will face mandatory liquidation[165]. Legal and Administrative Costs - Legal fees of $508,525 and investment advisory fees of $400,000 were incurred but are no longer due following the termination of the Memic Business Combination Agreement[172]. - The company incurred $30,000 in fees for office space and administrative support for both the three months ended March 31, 2023, and March 31, 2022[168]. Accounting and Reporting - The company evaluates its financial instruments, including warrants, and classifies them as liabilities at fair value, subject to re-measurement at each reporting period[176]. - Class A common stock subject to possible redemption is classified as temporary equity due to certain redemption rights outside the company's control[177]. - The company has two classes of common stock, with income and losses shared pro rata between Class A and Class B common stock[178]. - Management does not anticipate that recently issued accounting standards will materially affect the company's financial statements[180]. Risks and Market Conditions - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[181]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[182].

IPO and Fundraising - The company completed its initial public offering on December 22, 2020, raising gross proceeds of $250 million from the sale of 25 million units at $10.00 per unit[21]. - A private sale of 4,933,333 warrants generated an additional $7.4 million, bringing total proceeds to $257.4 million, which were placed in a trust account[22]. - The company has approximately $19,827,884 available for an initial business combination as of December 31, 2022, providing options for liquidity events, capital for growth, or debt reduction[76]. - The company plans to use substantially all funds in the trust account to complete its business combination and for working capital[181]. - The underwriters of the initial public offering are entitled to a deferred fee of $8,750,000, which will be payable only if the company completes an initial business combination[192]. Business Combination and Agreements - The company extended its business combination deadline from December 22, 2022, to June 22, 2023, with approximately $232.37 million redeemed by stockholders, leaving about $19.70 million in the trust account[23]. - The TriSalus business combination agreement was entered into on November 11, 2022, with an aggregate consideration of $220 million payable in shares of common stock valued at $10.00 per share[29]. - The closing of the TriSalus business combination is contingent upon having at least $60 million in available cash, which includes proceeds from private equity or debt sources[34]. - The company must have $5 million or more in net tangible assets at the closing of the TriSalus business combination[34]. - The TriSalus business combination is subject to stockholder approval and Nasdaq listing approval for the common stock to be issued[34]. Management and Strategy - The Company aims to complete its initial business combination with a medical technology company that meets specific acquisition criteria, including innovative surgical interventions and a clear path to commercialization[50]. - The company’s management team has extensive experience in sourcing and financing healthcare businesses, which is critical for identifying suitable acquisition targets[49]. - The management team has developed a broad network of contacts and corporate relationships, enhancing the potential for identifying business combination targets[68]. - The company is targeting businesses with enterprise values greater than what can be acquired with the net proceeds from the initial public offering and private placement warrants[79]. - The company may seek to recruit additional managers to enhance the incumbent management of the target business post-combination[96]. Financial Performance and Projections - For the year ended December 31, 2022, the company reported a net income of $5,539,079, driven by a change in fair value of warrant liabilities of $5,837,332 and interest income of $3,018,726[174]. - Cash used in operating activities for the year ended December 31, 2022 was $2,736,994, with net income affected by a change in fair value of warrant liabilities[178]. - The company incurred $14,161,525 in initial public offering related costs, including $5,000,000 in underwriting fees[177]. - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of an initial business combination[168]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[160]. Risks and Challenges - The company may face challenges in completing its initial business combination due to potential conflicts of interest among officers and directors[148]. - The company is subject to competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[140]. - Claims against the trust account could arise from vendors or prospective target businesses, but the company seeks waivers to limit these claims[137]. - The company may be impacted by recent increases in inflation and interest rates, which could complicate the completion of its initial business combination[149]. - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations[204]. Regulatory and Compliance - The company is subject to the Sarbanes-Oxley Act, requiring evaluation of internal control procedures for the fiscal year ended December 31, 2022[147]. - Management assessed the effectiveness of internal controls over financial reporting as of December 31, 2022, and determined they were effective[213]. - There were no changes to internal control over financial reporting during the fiscal year ended December 31, 2022, that materially affected internal controls[215]. - The company has filed a Registration Statement on Form 8-A with the SEC, making it subject to the rules and regulations under the Exchange Act[145]. - The company is classified as an emerging growth company until it meets certain criteria, including total annual gross revenue of at least $1.235 billion or a market value of Class A common stock exceeding $700 million[146].