Table of Contents As filed with the U.S. Securities and Exchange Commission on September 1, 2023. Registration No. 333-274292 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRISALUS LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) 3841 Delaware (State or other jurisdiction of incorporation or organization) Westminster, Colorado 80031 (888) 321-5212 (Address, including zip co ...

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].