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].
MEDTECH ACQUISIT(MTAC) - 2022 Q4 - Annual Report