Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39813 MEDTECH ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 85-30098 ...

Financial Performance - The company had a net income of $2,836,725 for the three months ended March 31, 2022, primarily due to a change in fair value of warrant liabilities of $3,449,332 and interest earned on marketable securities of $57,200[133]. - For the same period in 2021, the company reported a net loss of $372,034, with general and administrative expenses of $307,992 and interest earned of $34,624[134]. - Cash used in operating activities for the three months ended March 31, 2022, was $425,954, influenced by changes in fair value of warrant liabilities and interest income[137]. - Net income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common stock outstanding, with two classes of common stock sharing income and losses pro rata[155]. Initial Public Offering - The company completed its Initial Public Offering on December 22, 2020, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit[135]. - The company incurred $14,161,525 in costs related to the Initial Public Offering, including $5,000,000 in underwriting fees[136]. Investments and Financial Position - As of March 31, 2022, the company held investments in the Trust Account amounting to $250,053,495, with interest income available for tax payments[139]. - The company has no off-balance sheet financing arrangements as of March 31, 2022, and does not participate in transactions that create relationships with unconsolidated entities[147]. Business Combination and Obligations - The company has until December 22, 2022, to complete an initial business combination, after which a mandatory liquidation may occur if not completed[146]. - The company issued unsecured promissory notes totaling $944,000 to the sponsor, which are non-interest bearing and mature upon the closing of the initial business combination[143][144]. - The company has a contractual obligation to pay the sponsor $10,000 per month for administrative support, which will cease upon completion of an initial business combination[148]. Accounting Standards - The new accounting standard ASU 2020-06, effective January 1, 2024, simplifies accounting for certain financial instruments and introduces additional disclosures for convertible debt[156]. - Management believes that no other recently issued accounting standards will have a material effect on the condensed financial statements[157]. Equity Classification - Class A common stock subject to possible redemption is classified as temporary equity due to certain redemption rights considered outside of the company's control[154].

IPO and Financing - The company completed its initial public offering on December 22, 2020, raising gross proceeds of $250 million by selling 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 placed in a trust account[22]. - PIPE Investors are set to purchase newly issued Memic Ordinary Shares for aggregate gross proceeds of $76.35 million immediately prior to the merger closing[32]. - The company has $250 million available for initial business combinations, providing flexibility in structuring deals to meet target businesses' needs[59]. - The company may seek additional financing if the cash portion of the purchase price exceeds the amount available from the trust account, net of redemptions[62]. - The company intends to effectuate its initial business combination using cash from the proceeds of its initial public offering and private placement[60]. - The company has approximately $201,000 held outside the trust account as of December 31, 2021, to fund costs associated with its dissolution plan[104]. - The company has access to $200,884 held outside the trust account to cover potential claims, with estimated liquidation costs not exceeding $100,000[110]. Business Combination and Strategy - The company entered into a Business Combination Agreement with Memic Innovative Surgery Ltd., valuing Memic at $625 million at the time of signing[25]. - The merger will convert Class A and Class B common stock into Memic Ordinary Shares, with price adjustment rights for Memic shareholders based on post-closing trading price milestones[30]. - The merger is expected to close by December 22, 2022, or the company will terminate and distribute trust account amounts[23]. - The company is focused on medical technology businesses that demonstrate a clear path to commercialization and possess differentiated technology protected by intellectual property[40]. - The company will continue to pursue acquisition opportunities in the healthcare sector if the merger is not consummated[34]. - The company may structure its initial business combination to acquire less than 100% of the target business to meet specific objectives[47]. - The company will only complete an initial business combination if it acquires 50% or more of the outstanding voting securities of the target[47]. - The company does not intend to purchase multiple businesses in unrelated industries during the initial business combination[66]. - The company may continue to seek a different target for the initial business combination until December 22, 2022, if the current merger is not consummated[100]. Financial Performance - The company had a net income of $4,767,283 for the year ended December 31, 2021, primarily due to a change in fair value of warrant liabilities of $7,744,000 and interest income of $63,997[152]. - The company incurred general and administrative expenses of $3,040,714 for the year ended December 31, 2021, an increase of $2,932,221 compared to the previous year[152]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its initial business combination[151]. - Cash used in operating activities for the year ended December 31, 2021, was $1,738,114, while changes in operating assets and liabilities provided $1,302,601 of cash[157]. - The company incurred $14,161,525 in Initial Public Offering related costs, including $5,000,000 in underwriting fees[156]. Governance and Management - Karim Karti has been the Chairman since December 2020 and has significant experience in healthcare, previously serving as COO of iRhythm Technologies and President of GE Healthcare Imaging[192]. - Christopher C. Dewey has been CEO since September 2020, with a background in medical devices and a history of involvement in companies like MAKO Surgical Corp., which was sold for $1.65 billion[194]. - David J. Matlin has served as CFO since September 2020 and co-founded MatlinPatterson Global Advisers, managing distressed securities investments[195]. - Robert H. Weiss has been the Chief Administrative Officer since September 2020, previously serving as General Counsel at MatlinPatterson[196]. - The board of directors consists of eight members, divided into two classes with a two-year term for each class[208]. - The audit committee is composed of three independent directors, with Mr. Delevic serving as the chair[212]. - The compensation committee includes two independent directors, chaired by Mr. Aguero, responsible for executive compensation oversight[213]. - The company has adopted a Code of Ethics applicable to all directors, officers, and employees[220]. Stockholder Rights and Redemption - A public stockholder needs only 9,375,001 shares, or 37.5% of the 25,000,000 public shares sold in the initial public offering, to approve the initial business combination[87]. - The company will only redeem public shares if net tangible assets are at least $5,000,001 after redemption[93]. - If the initial business combination is not completed by December 22, 2022, the company will redeem public shares at a per-share price based on the trust account balance[101]. - Public stockholders can redeem shares irrespective of their vote on the proposed transaction[87]. - If more than 15% of shares sold in the initial public offering are sought for redemption by a stockholder, that stockholder will be restricted from exercising redemption rights[94]. - The company intends to provide at least 10 days' notice for any stockholder meeting to approve the initial business combination[87]. - If the proposed initial business combination is not approved, public stockholders who elected to redeem their shares will not receive any redemption[99]. Risks and Liabilities - The time and costs associated with selecting and evaluating a target business are currently uncertain and may lead to losses if a transaction is not completed[70]. - The company is prohibited from issuing additional securities that would entitle holders to receive funds from the trust account prior to the consummation of the initial business combination[62]. - The company will not comply with certain Delaware law procedures, potentially increasing stockholder liability for claims[112]. - Bankruptcy claims could deplete the trust account, affecting the ability to return $10.00 per share to public stockholders[114]. - The company seeks to have all vendors and service providers waive claims to the trust account to limit potential liabilities[110].

Business Combination - The company entered into a Business Combination Agreement with Memic Innovative Surgery Ltd., valuing Memic at an implied enterprise valuation of $625 million[140][141]. - The company plans to use substantially all funds in the Trust Account to complete the Business Combination and for working capital of the target business[157]. - The company may receive loans up to $1,500,000 convertible into warrants at $1.50 per warrant if a Business Combination is completed[161]. - The underwriters are entitled to a deferred fee of $0.35 per share, totaling $8,750,000, payable only if a Business Combination is completed[165]. Financial Performance - For the three months ended September 30, 2021, the company reported a net income of $1,864,740, driven by a change in fair value of warrant liability of $2,653,334[151]. - For the nine months ended September 30, 2021, the company had a net income of $1,871,572, with general and administrative expenses totaling $1,899,176[152]. - Net income per common share is calculated by dividing net income by the weighted average number of common stock outstanding[169]. Cash and Funding - As of September 30, 2021, the company had cash held in the Trust Account amounting to $250,059,378, which will be used to complete the Business Combination[156]. - The company had cash of $277,805 outside the Trust Account as of September 30, 2021, intended for due diligence and transaction-related activities[158]. - The company does not anticipate needing additional funds for operating expenses but may require financing for a Business Combination or to redeem Public Shares[162]. IPO and Related Costs - The company generated gross proceeds of $250 million from its Initial Public Offering of 25 million units at $10.00 per unit[153]. - The company incurred $14,161,525 in Initial Public Offering related costs, including $5 million in underwriting fees[154]. Operational Status - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and evaluating targets for Business Combination[150]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans[139]. - As of September 30, 2021, the company has no off-balance sheet arrangements or long-term liabilities, except for a monthly payment of $10,000 to the Sponsor[163][164]. Accounting and Compliance - The company accounts for its Class A common stock subject to possible redemption as temporary equity, reflecting uncertain future events[168]. - The company is assessing the impact of ASU 2020-06, effective January 1, 2022, which simplifies accounting for certain financial instruments[170].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 MEDTECH ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or organization) Delaware 85-3009869 (I.R.S. Employer Identification No.) 600 Fifth Avenue, 22nd Floor New York, NY 10022 (Address of principa ...

Financial Performance - The company reported a net loss of $372,034 for the three months ended March 31, 2021, consisting of operating costs of $307,992 and a change in fair value of warrant liability of $98,666, offset by interest income of $34,624[93]. - Cash used in operating activities for the three months ended March 31, 2021, was $205,848, with changes in operating assets and liabilities providing $102,144 of cash[97]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its Business Combination[92]. Initial Public Offering - The company generated gross proceeds of $250,000,000 from the Initial Public Offering of 25,000,000 Units at $10.00 per Unit[95]. - The company incurred $14,161,525 in Initial Public Offering related costs, including $5,000,000 in underwriting fees and $8,750,000 in deferred underwriting fees[96]. Cash and Trust Account - As of March 31, 2021, the company had cash held in the Trust Account amounting to $250,037,922, with no withdrawals made from the interest earned[98]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[99]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2021[103]. - The company plans to repay any loans from the Sponsor or affiliates upon completion of a Business Combination, with up to $1,500,000 of such loans convertible into warrants[101]. Accounting Policies - The company has identified critical accounting policies related to warrant liability and common stock subject to possible redemption, impacting financial reporting[106][108].

IPO and Financing - The company completed its initial public offering on December 22, 2020, raising gross proceeds of $250 million by selling 25 million units at $10.00 per unit[20]. - A private sale of 4,933,333 warrants was completed simultaneously, generating an additional $7.4 million[21]. - The company has $250 million available for initial business combinations, providing options for liquidity events, capital for growth, or strengthening balance sheets[50]. - The company intends to utilize cash from its initial public offering and private placement warrants for its initial business combination, with flexibility in using cash, debt, or equity securities[51]. - The company may seek additional financing if the cash portion of the purchase price exceeds the amount available from the trust account[53]. - A total of $250,000,000 from the IPO proceeds was placed in a trust account, which may only be invested in U.S. government securities with a maturity of 185 days or less[127]. - The company incurred transaction costs of $14,161,525 related to the IPO, including $5,000,000 in cash underwriting fees and $8,750,000 in deferred underwriting fees[139]. - As of December 31, 2020, the company had cash and investments held in the trust account totaling $250,003,298[141]. - The company had $1,334,998 in cash held outside the trust account as of December 31, 2020, intended for identifying and evaluating target businesses[142]. - The company does not have any long-term debt or off-balance sheet financing arrangements as of December 31, 2020[145]. Business Combination Strategy - The company must complete its initial business combination by December 22, 2022, or it will terminate and distribute the trust account amounts[22]. - The business strategy focuses on identifying a medical technology company in the healthcare sector that complements the management team's expertise[23]. - Acquisition criteria include a strong history in healthcare business operations and the ability to commercialize new medical technologies[24]. - The company will conduct extensive due diligence on prospective target businesses, including financial reviews and management meetings[26]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account assets[32]. - The company anticipates structuring the initial business combination to acquire 100% of the target business's equity interests or assets[33]. - The company will only complete an initial business combination where it owns or acquires 50% or more of the outstanding voting securities of the target[59]. - The company may face risks associated with acquiring financially unstable or early-stage businesses[60]. - The time and costs associated with selecting and evaluating a target business are currently uncertain, which may impact available funds for future business combinations[62]. - The company’s success may depend entirely on the performance of a single business post-initial business combination, leading to a lack of diversification[63]. Redemption Rights and Stockholder Approval - A majority of the outstanding shares of common stock voted are required to approve the initial business combination, which means at least 9,375,001 shares (37.5% of 25,000,000 public shares) must be voted in favor[77]. - Public stockholders will have the opportunity to redeem their shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[73]. - The company may conduct redemptions without a stockholder vote under certain conditions, including compliance with SEC tender offer rules[67]. - If public stockholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn[78]. - The company intends to provide public stockholders with at least 10 days' notice prior to any meeting to approve the initial business combination[77]. - The company may seek stockholder approval for the initial business combination if required by law or stock exchange rules[67]. - The company will only redeem public shares if net tangible assets are at least $5,000,001 before or upon the initial business combination[83]. - Public stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering, referred to as "Excess Shares"[84]. - The redemption process requires public stockholders to deliver stock certificates or shares electronically to the transfer agent prior to the specified date[86]. - A nominal fee of approximately $80.00 may be charged by the transfer agent for the redemption process, which may be passed on to the redeeming holder[87]. Leadership and Governance - The company reported a significant leadership team with extensive experience in healthcare and medical technology, including CEO Christopher C. Dewey, who has a background in medical devices and investment advisory[161]. - David J. Matlin, the Chief Financial Officer, has a strong history in distressed securities investment management and has served on multiple boards, enhancing the company's financial governance[162]. - The board includes directors with notable achievements in medical technology, such as Maurice R. Ferré, MD, who has over 20 years of experience and previously led MAKO Surgical Corporation, acquired for $1.65 billion by Stryker Corp.[164]. - The company is focused on expanding its market presence through strategic leadership, with directors like Ivan Delevic, who has extensive experience in corporate development within the medical device industry[165]. - The leadership team emphasizes innovation in medical technology, with Martin W. Roche, MD, holding over 100 patents and a background in robotic-assisted surgeries[166]. - Thierry Thaure, a director with over 35 years in medical device technology, has a track record of successful company leadership and product development, including a company acquired by Abbott Laboratories[167]. - The company has a special advisor, Michael Stansky, who brings extensive investment management experience and has served on the boards of several healthcare companies, enhancing strategic insights[168]. - The board's diverse expertise in medical technology and finance positions the company for future growth and innovation in the healthcare sector[160]. - The company is committed to leveraging its leadership's experience to drive new product development and market expansion strategies[161]. - The strategic focus on healthcare innovation and market leadership is expected to enhance the company's competitive position in the medical technology landscape[164]. Financial Performance and Reporting - For the period from September 11, 2020, to December 31, 2020, the company reported a net loss of $105,195, primarily due to operating costs of $108,493[136]. - The company has not generated any revenues to date and does not expect to do so until after completing a business combination[135]. - The financial statements include a balance sheet, statement of operations, statement of changes in stockholders' equity, and statement of cash flows, but no specific figures were mentioned[218]. - The report includes notes to financial statements, but no detailed information was extracted[218]. - The independent registered public accounting firm, WithumSmith+Brown, received audit fees of approximately $77,765 for services related to the Initial Public Offering and the audit of financial statements[206]. - The company has not incurred any audit-related or tax fees from its independent registered public accounting firm during the reporting period[207]. - The company has registered its units, Class A common stock, and warrants under the Exchange Act, with reporting obligations including annual and quarterly reports[108]. - The company may not be able to acquire a proposed target business if it cannot meet financial statement requirements in accordance with GAAP or IFRS[109]. Operational Considerations - The company has not engaged professional firms for business acquisitions but may do so in the future if deemed beneficial[55]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a business combination[134]. - The company has three officers who are not obligated to devote specific hours to its affairs, impacting the time available for the initial business combination process[107]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing the initial business combination[122]. - The company is subject to competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses[106]. - The company will accrue $10,000 per month for office space and administrative support, payable to its sponsor[185]. - The company borrowed $178,080 from the sponsor for IPO expenses, which was repaid from offering proceeds upon the IPO closing[200]. - The company has no equity compensation securities authorized for issuance[192]. - The company does not have a standing nominating committee but allows independent directors to recommend nominees[181]. - No compensation will be paid to officers or directors prior to the consummation of an initial business combination, except for reimbursement of out-of-pocket expenses[185].