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].
TriSalus Life Sciences(TLSI) - 2021 Q4 - Annual Report