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 ~~September 30, 2021~~March 31, 2022

☐ 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		85-3009869
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~600 Fifth~~48 Maple Avenue ~~22nd Floor~~

~~New York~~Greenwich, NYCT~~10022~~06830

(Address of principal executive offices)

(908) 391-1288

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	MTACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	MTAC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	MTACW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large, accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November 12, 2021,~~May 11, 2022, there were 25,000,000 shares of Class A common stock, $0.0001 par value and 6,250,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Table of Contents

MEDTECH ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER 30, 2021~~MARCH 31, 2022

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of ~~September 30, 2021~~March 31, 2022 (Unaudited) and December 31, ~~2020~~ 2021		2
~~Unaudited~~ Condensed Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and for the Period from September 11, 2020 (Inception) through September 30, 2020~~(Unaudited)		3
~~Unaudited~~ Condensed Statements of Changes in Stockholders’ ~~Equity (Deficit)~~Deficit for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and for the Period from September 11, 2020 (inception) through September 30, 2020~~(Unaudited)		4
~~Unaudited~~ Condensed Statements of Cash Flows for the ~~Nine~~Three months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and for the period from September 11, 2020 (Inception) through September 30, 2020~~(Unaudited)		5
Notes to Condensed Financial Statements (Unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2221
Item 3. Quantitative and Qualitative Disclosures ~~Regarding~~About Market Risk		2725
Item 4. Controls and Procedures		2725
Part II. Other Information
Item 1. Legal Proceedings		2927
Item 1A. Risk Factors		2927
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2927
Item 3. Defaults Upon Senior Securities		2927
Item 4. Mine Safety Disclosures		2927
Item 5. Other Information		2927
Item 6. Exhibits		3028
Part III. Signatures		3129

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

MEDTECH ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

September 30,

December 31,

2021

2020

(Unaudited)

ASSETS

Current assets

Cash

$
277,805

$
1,334,998
Prepaid expenses

424,568

673,200
Total Current Assets

702,373

2,008,198

Investments held in Trust Account

250,059,378

250,003,298
TOTAL ASSETS

$
250,761,751

$
252,011,496

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities – Accounts payable and accrued expenses

$
696,566

$
103,216

Warrant liability

10,927,999

14,642,666
Deferred underwriting fee payable

8,750,000

8,750,000
Total Liabilities

20,374,565

23,495,882

Commitments and Contingencies

Class A common stock subject to possible redemption 25,000,000 shares at $10.00 per share redemption value as of September 30, 2021, and December 31, 2020

250,000,000

250,000,000


Stockholders’ Deficit




Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding

—

—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized

—

—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,250,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020

625

625
Additional paid-in capital

—

—
Accumulated deficit

(19,613,439)

(21,485,011)
Total Stockholders’ Deficit

(19,612,814)

(21,484,386)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$
250,761,751

$
252,011,496


	March 31,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	50,930	$	200,884
Prepaid expenses		295,875		325,000
Total Current Assets		346,805		525,884

Investments held in Trust Account		250,053,495		250,007,295
TOTAL ASSETS	$	250,400,300	$	250,533,179

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Accounts payable and accrued expenses	$	1,272,344	$	1,057,616
Promissory note - related party		809,000		544,000
Total Current Liabilities		2,081,344		1,601,616

Warrant liabilities		3,449,334		6,898,666
Deferred underwriting fee payable		8,750,000		8,750,000
TOTAL LIABILITIES		14,280,678		17,250,282

Commitments and Contingencies

Class A common stock subject to possible redemption, 25,000,000 shares at $10.00 per share redemption value as of March 31, 2022 and December 31, 2021		250,000,000		250,000,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, NaN issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized, NaN issued and outstanding		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,250,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		625		625
Additional paid-in capital		—		—
Accumulated deficit		(13,881,003)		(16,717,728)
Total Stockholders’ Deficit		(13,880,378)		(16,717,103)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	250,400,300	$	250,533,179

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

MEDTECH ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


					For the Period
					From September 11, 2020
	For the		For the		(Inception)
	Three Months Ended		Nine Months Ended		through		For the
	September 30,		September 30,		September 30,		Three Months Ended
	2021		2021		2020		March 31,
							2022		2021
General and administrative expenses	$	807,259	$	1,899,176	$	1,000	$	669,807	$	307,992
Loss from operations		(807,259)		(1,899,176)		(1,000)		(669,807)		(307,992)

Other income:
Interest earned on investments held in Trust Account		18,665		56,081		—
Other income (expenses):
Change in fair value of warrant liabilities		2,653,334		3,714,667		—		3,449,332		(98,666)
Total other income, net		2,671,999		3,770,748		—
Interest earned on marketable securities held in Trust Account								57,200		34,624
Total other income (expenses), net								3,506,532		(64,042)

Net income (loss)	$	1,864,740	$	1,871,572	$	(1,000)	$	2,836,725	$	(372,034)

Weighted average shares of outstanding Class A common stock		25,000,000		25,000,000		—
Weighted average shares outstanding of Class A common stock								25,000,000		25,000,000
Basic and diluted net income (loss) per share, Class A common stock							$	0.09	$	(0.01)

Basic and diluted net income per share, Class A common stock	$	0.06	$	0.06	$	—

Weighted average shares of outstanding Class B common stock		6,250,000		6,250,000		5,500,000

Basic and diluted net income per share, Class B common stock	$	0.06	$	0.06	$	—
Weighted average shares outstanding of Class B common stock								6,250,000		6,250,000
Basic and diluted net income (loss) per share, Class B common stock							$	0.09	$	(0.01)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

MEDTECH ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~EQUITY~~ ~~(DEFICIT)~~DEFICIT

(UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30, 2021~~

~~(REVISED)~~MARCH 31, 2022


	Class B			Additional				Total		Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’		Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2021	6,250,000	$	625	$	0	$	(21,485,011)	$	(21,484,386)

Net loss	—		—		0		(372,034)		(372,034)

Balance — March 31, 2021 (unaudited)	6,250,000		625		0		(21,857,045)		(21,856,420)
Balance — January 1, 2022										6,250,000	$	625	$	0	$	(16,717,728)	$	(16,717,103)

Net income	—		—		0		378,866		378,866	—		—		0		2,836,725		2,836,725

Balance — June 30, 2021 (unaudited)	6,250,000	$	625	$	0	$	(21,478,179)	$	(21,477,554)

Net income	—		—		0		1,864,740		1,864,740

Balance – September 30, 2021 (unaudited)	6,250,000	$	625	$	0	$	(19,613,439)	$	(19,612,814)
Balance – March 31, 2022										6,250,000	$	625	$	0	$	(13,881,003)	$	(13,880,378)

FOR THE ~~PERIOD FROM SEPTEMBER 11,2020(INCEPTION) THROUGH SEPTEMBER 30,2020~~THREE MONTHS ENDED MARCH 31, 2021


	Class B			Additional				Total		Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’		Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity		Shares	Amount		Capital		Deficit		Deficit
Balance —September 11, 2020 (inception)	—	$	—	$	0	$	0	$	0

Issuance of Class B Common Stock to the Sponsor	6,325,000		633		24,367		0		25,000
Balance — January 1, 2021										6,250,000	$	625	$	0	$	(21,485,011)	$	(21,484,386)

Net loss	—		—		0		(1,000)		(1,000)	—		—		0		(372,034)		(372,034)

Balance —September 30, 2020 (unaudited)	6,325,000	$	633	$	24,367	$	(1,000)	$	24,000
Balance – March 31, 2021										6,250,000	$	625	$	0	$	(21,857,045)	$	(21,856,420)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

MEDTECH ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


			For the
			Period from
	For the		September 11,
	Nine Months		2020 (Inception)
	Ended		Through		For the Three Months Ended
	September 30,		September 30,		March 31,
	2021		2020		2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	1,871,572	$	(1,000)	$	2,836,725	$	(372,034)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		(3,714,667)		—		(3,449,332)		98,666
Interest earned on investments held in Trust Account		(56,081)		—
Transaction costs allocated to warrants		—		—
Interest earned on marketable securities held in Trust Account						(57,200)		(34,624)
Changes in operating assets and liabilities:
Prepaid expenses		248,632		—		29,125		45,350
Accrued expenses		593,351		1,000
Accounts payable and accrued expenses						214,728		56,794
Net cash used in operating activities		(1,057,193)		—		(425,954)		(205,848)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account for taxes						11,000		—
Net cash provided by investing activities						11,000		—

Cash Flows from Financing Activities:
Proceeds from promissory note - related party						265,000		—
Net cash provided by financing activities						265,000		—

Net Change in Cash		(1,057,193)		—		(149,954)		(205,848)
Cash - Beginning of period		1,334,998		—		200,884		1,334,998
Cash - End of period	$	277,805	$	—	$	50,930	$	1,129,150

The accompanying notes are an integral part of the unaudited condensed financial statements.

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MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

MedTech Acquisition ~~Corporation~~Corporation. (the “Company”) ~~is a blank check company~~was incorporated in Delaware on September 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with 1 or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~September 30, 2021,~~March 31, 2022, the Company had not commenced any operations. All activity from inception through ~~September 30, 2021,~~March 31, 2022, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and the ~~proposed~~terminated Merger with Memic Innovative Surgery, Ltd. as more fully described in Note 7.6. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company ~~will generate~~generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, held in the Trust Account.

The registration statements for the Company’s Initial Public Offering were declared effective on December 17, 2020. On December 22, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 4.3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,933,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to MedTech Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,400,000, which is described in Note 5.4.

Following the closing of the Initial Public Offering on December 22, 2020, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Transaction costs amounted to $14,161,525, consisting of $5,000,000 in cash underwriting fees, $8,750,000 of deferred underwriting fees and $411,525 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and net of taxes payable). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

Table of Contents

MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6)5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by December 22, 2022 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The Company will have until December 22, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

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MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and ~~Capital Resources~~Going Concern

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of ~~September 30, 2021,~~March 31, 2022, the Company had ~~$277,805~~$50,930 in its operating bank account and working capital deficit of ~~$5,807.~~$1,681,044, which excludes $50,000 of franchise taxes payable that can be paid with the interest earned on the trust.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6)5). As of ~~September 30,~~March 31, 2022 and December 31, 2021, there were 0 amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

~~NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS~~

~~During the preparation of the Company’s financial statements as of September~~On December 30, 2021, the Company ~~concluded it should revise its financial statements~~issued an unsecured promissory note to ~~classify all Public Shares~~the Sponsor in ~~temporary equity. In accordance with~~ the ~~SEC~~principal amount of $544,000 (the "2021 Promissory Note") The 2021 Promissory Note, as described in Note 5, does not bear interest and ~~its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control~~matures upon closing of the Company's initial business combination. As of March 31, 2022 and December 31, 2021, there was $544,000 outstanding under the 2021 Promissory Note.

On January 28, 2022, the Company ~~require common stock subject~~issued an unsecured promissory note in principal amount of up to ~~redemption to be classified outside of permanent equity. The Company previously determined the Class A common stock subject to possible redemption to be equal~~$400,000 to the ~~redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result~~Sponsor (the "2022 Promissory Note"). The 2022 Promissory Note, as described in ~~net tangible assets being less than $5,000,001. Previously, the Company did~~Note 5, does not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equitybear interest and ~~recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.~~

~~As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value~~matures upon closing of the ~~Class A common stock subject to possible redemption with~~Company's initial business combination. As of March 31, 2022, there was $265,000 outstanding under the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued Initial Public Offering Balance Sheet and Form 10-Q’s will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided.

2022 Promissory Note.

In connection with the ~~change~~Company's assessment of going concern considerations in ~~presentation for the Class A common stock subject~~accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to ~~redemption,~~Continue as a Going Concern," the Company ~~also revised its income (loss) per common share calculation~~has until December 22, 2022, to ~~allocate net income (loss) evenly~~consummate a Business Combination. It is uncertain that the Company will be able to ~~Class A~~consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and ~~Class B common stock. This presentation~~subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 22, 2022.

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MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

~~contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.~~

~~There has been no change in the Company’s total assets, liabilities or operating results.~~

~~The impact of the revision on the Company’s financial statements is reflected in the following table.~~

As Previously




Balance Sheet as of December 31, 2020 (audited)

Reported

Adjustment

As Revised
Class A common stock subject to possible redemption

$
223,515,610

$
26,484,390

$
250,000,000
Class A common stock

$
265

$
(265)

$
—
Additional paid-in capital

$
5,710,503

$
(5,710,503)

$
—
Accumulated deficit

$
(711,389)

$
(20,773,622)

$
(21,485,011)
Total Stockholders’ Equity (Deficit)

$
5,000,004

$
(26,484,390)

$
(21,484,386)

Common Stock subject to possible redemption

22,351,561

2,648,439

25,000,000

NOTE 3.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, filed with the SEC on March ~~31, 2021, as amended by the Amendment No. 1 to the Annual Report on Form 10-K/A as filed with the SEC on June 28, 2021.~~2, 2022. The interim results for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021~~2022 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time

~~Table of Contents~~

~~MEDTECH ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(UNAUDITED)~~

private companies adopt the new or revised standard. This may make comparison of the Company’s financial ~~statement~~statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting ~~period.~~periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial ~~statements,~~statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant ~~liability.~~liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Table of Contents

MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Cash and Investments Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standard Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At March 31, 2022, substantially all of the assets held in the Trust Account were invested primarily in U.S. Treasury securities, which were presented at amortized cost on the condensed balance sheet. At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The money market funds are presented at fair value within the accompanying balance sheet, and fair value of the investments in the Trust Account are equal to the amortized cost basis of the money market funds.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ~~as of September 30, 2021~~at March 31, 2022 and December 31, ~~2020,~~2021, 25,000,000 shares of Class A common stock subject to possible redemption ~~were~~is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

At March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants	$	(9,083,333)
Class A common stocks issuance costs	$	(13,638,664)
Plus:
Accretion of carrying value to redemption value	$	22,721,997
Class A common stock subject to possible redemption	$	250,000,000

Table of Contents

MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

~~At September 30, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table:~~

Gross proceeds

$
250,000,000
Less:


Fair value of public warrants at issuance

$
(9,083,333)
Class A common stock issuance costs

(13,647,419)
Plus:


Accretion of carrying value to redemption value

$
22,730,752

Class A common stock subject to possible redemption

$
250,000,000

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. A total of $14,161,525 in offering costs were incurred. Of these offering costs $13,638,664 were related to the Initial Public Offering and charged to ~~stockholders’ equity.~~Class A Common Stock subject to possible redemption. Offering costs allocable to Public Warrants and Private Placement Warrants were $514,106 and $8,755, respectively, and expensed at the date of Initial Public Offering.

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheets date. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance ~~sheet~~sheets date until exercised, and any change in fair value is recognized in the ~~statement~~statements of operations. The Private Placement Warrants ~~for periods where no observable traded price was available are~~were initially and subsequently valued using a Monte Carlo Simulation Model. The Public Warrants for periods where no observable traded price was available ~~are~~were also valued using a Monte Carlo ~~simulation.~~simulation Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, the Company recorded 0 income tax expense. The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to start-up costs not being currently deductible, the recording of full valuation allowances on deferred tax assets and permanent differences.

Table of Contents

MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Share of Common ~~Share~~Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,266,666 shares of Class A common stock in the aggregate. As of ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per common ~~share~~stock (in dollars, except per share amounts):


	Three Months				Nine Months				For the Period from September 11,				For the Three Months Ended March 31,
	Ended				Ended				2020 (Inception) Through				2022				2021
	September 30,				September 30,				September 30,				Class A		Class B		Class A		Class B
	2021				2021				2020
	Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common stock
Basic and diluted net income (loss) per Share of common stock
Numerator:		��
Allocation of net income (loss), as adjusted	$	1,491,792	$	372,948	$	1,497,258	$	374,314	$	—	$	(1,000)
Allocation of net income (loss)													$	2,269,380	$	567,345	$	(297,627)	$	(74,407)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000		6,250,000		25,000,000		6,250,000		—		5,500,000
Basic and diluted net income (loss) per common stock	$	0.06	$	0.06	$	0.06	$	0.06	$	—	$	(0.00)
Basic and diluted weighted average shares outstanding														25,000,000		6,250,000		25,000,000		6,250,000
Basic and diluted net income (loss) per Share of common stock													$	0.09	$	0.09	$	(0.01)	$	(0.01)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash ~~accounts~~account in a financial institution, which, at times, may exceed the Federal ~~Depository~~Deposit Insurance ~~Corporation~~Corporation’s coverage ~~limit~~ of $250,000. The Company has not experienced losses on ~~these accounts~~this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities.

Table of Contents

MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●~~Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;~~

●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~Derivative Financial Instruments~~

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, ~~2022,~~2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any ~~other~~ recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 4.3 - PUBLIC OFFERING

In connection with the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of 1 share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase 1 share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9)8).

Table of Contents

MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

NOTE 5.4 - PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,400,000) from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase 1 share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9)7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 6.5 - RELATED PARTY TRANSACTIONS

Founder Shares

On September 11, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In December 2020, the Company effected a stock dividend for 0.1 shares for each share of Class B common stock outstanding, resulting in 6,325,000 Founder Shares outstanding. As a result of the partial over-allotment exercised by the underwriters, 75,000 shares of Class B common stock were forfeited, and 0 shares remain subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on December 22, 2020, to pay the Sponsor ~~a total of~~an amount not to exceed $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and for the period from September 11, 2020 (inception) through September 30, 2020,~~ the Company incurred $30,000, ~~$90,000 and $0, respectively,~~ in fees for these ~~services, of which $90,000 is~~services. There were $150,000 and $120,000 included in accrued expenses for these services in the accompanying condensed balance ~~sheet~~sheets at ~~September~~March 31, 2022 and December 31, 2021.

Promissory Note - Related Party

On December 30, ~~2021.~~2021, the Company issued the 2021 Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $544,000. The 2021 Promissory Note is non-interest bearing. No amount shall be due under this note if the Business Combination is not consummated on or before December 22, 2022. As of March 31, 2022 and December 31, 2021, there was $544,000 outstanding under the 2021 Promissory Note.

On January 28, 2022, the Company issued the 2022 Promissory Note in principal amount of up to $400,000 to the Sponsor. The 2022 Promissory Note is non-interest bearing. No amount shall be due under this note if the Business Combination is not consummated on or before December 22, 2022. As of March 31, 2022 and December 31, 2021, there was $265,000 and $0 outstanding under the 2022 Promissory Note, respectively.

Table of Contents

MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020, there were~~2021, the Company had 0 ~~amounts outstanding~~borrowings under the Working Capital Loans.

~~Table of Contents~~

~~MEDTECH ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(UNAUDITED)~~

NOTE 7.6 – COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of ~~these~~the condensed financial ~~statements.~~statement. The condensed financial ~~statements do~~statement does not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Registration Rights

Pursuant to a registration rights agreement entered into on December 17, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) ~~will~~ have registration rights to require the Company to register a sale of any of the securities held by ~~them.~~them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. These holders of these securities ~~will be~~are entitled to make up to 3 demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders ~~will~~ have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering ~~the~~our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

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MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

Contingent Professional Fees

The Company incurred legal fees of $508,525 and investment advisory fees of $400,000, which are contingent upon the consummation of the Business Combination. On March 12, 2022, the Business Combination was terminated, as such, the incurred contingent legal and investment advisory fees are no longer due. These fees were not recorded on the Company’s balance sheet, therefore no reversal was required.

Business Combination Agreement

On August 12, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (“Memic”), and Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Memic (“Merger Sub”).

~~Pursuant~~Termination of Business Combination Agreement

On March 10, 2022, the Company, Memic and Merger Sub entered into a Termination of Business Combination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated thereby, Merger Sub will merge with and into us, with us surviving as a wholly-owned subsidiary of Memic (the “Merger”).Agreement. The ~~Merger contemplates an implied enterprise valuation of Memic of $625,000,000 at the time of the signing~~termination of the Business Combination Agreement ~~in addition to the issuance~~is effective as of “price adjustment rights” to the Memic shareholders entitling such holders to additional Memic Ordinary Shares (as defined below) upon the achievement of certain milestones related to Memic’s post-closing trading price.March 9, 2022.

~~Pursuant to the Business Combination Agreement at the time the Merger becomes effective (the “Effective Time”), among other things:~~

●the shares of The Company’s Class A common stock, par value $0.0001 per share (the “SPAC Class A Stock”) and the Public Warrants, which, immediately prior to the Effective Time, will be automatically separated, if not already separated prior to such time, and the holder thereof will be deemed to hold one share of SPAC Class A Stock and one-third of one Public Warrant;

●~~each share~~As a result of the Company Class B common stock, par value of $0.0001 (the “SPAC Class B Stock”) and SPAC Class A Stock issued and outstanding immediately prior to the Effective Time (after giving effect to any redemptions by our public stockholders) will be converted into and will for all purposes represent only the right to receive one ordinary share, NIS 0.01 par value per share, of Memic (“Memic Ordinary Shares”);

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~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(UNAUDITED)~~

●each Public Warrant and each Private Placement Warrants to purchase one share of SPAC Class A Stock issued to our Sponsor that is outstanding unexercised immediately prior to the Effective Time will be converted into and become a warrant to purchase one Memic Ordinary Share; and

●each pre-closing shareholder of Memic will receive price adjustment rights entitling such holders to receive additional Memic Ordinary Shares upon the achievement of certain milestones related to Memic’s post-closing trading price; the maximum number of Memic Ordinary Shares issuable pursuant to such price adjustment rights equals seventeen percent (17%) of the sum of (i) the number of outstanding Memic Ordinary Shares as calculated immediately after the closing of the Merger, (ii) the number of Memic Ordinary Shares issuable upon exercise of outstanding options that are vested and exercisable as of the Merger, and (iii) the number of Memic Ordinary Shares issuable upon exercise of Memic’s warrants that were issued and outstanding immediately prior the Merger, as ultimately determined after the consummation of the Merger).

~~Sponsor Letter Agreement~~

On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, in support of the Merger, the Sponsor, and each of the Company’s officers and each of the members of the Company’s board of directors (each an “Insider” and collectively, the “Insiders” and, together with the Sponsor, the “Sponsor Group”), entered into and delivered to Memic a letter agreement (the “Sponsor Letter Agreement”) by which the Sponsor Group agreed to, among other things, (i) vote all shares of SPAC Class B Stock and all shares of SPAC Class A Stock beneficially owned by him, her or it in favor of the Merger and each other proposal related to the Merger included on the agenda for the special meeting of stockholders relating to the Merger; (ii) when such meeting of stockholders is held, appear at such meeting or otherwise cause the SPAC Class B Stock or SPAC Class A Stock beneficially owned by him, her or it to be counted as present thereat for the purpose of establishing a quorum; and (iii) vote all SPAC Class B Stock and SPAC Class A Stock beneficially owned by him, her or it against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement or result in a breach of any covenant or other obligation or agreement of the Sponsor or any Insider contained in the Sponsor Letter Agreement.

~~Voting Agreements~~

On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, certain Memic shareholders (each, a “Voting Party” and together, the “Voting Parties”) entered into voting agreements (the “Voting Agreements”) with the Company. Under the Voting Agreements, each Voting Party agreed to, among other things, (i) whether at a special meeting of Memic’s shareholders or by action by written consent, vote all of their shares of Memic capital stock beneficially owned or held by such Voting Party (as applicable, and together, the “Voting Shares”) in favor of adoptiontermination of the Business Combination Agreement, the ~~Merger and related transactions contemplated by~~Business Combination Agreement, along with any Transaction Agreement (as defined in the Business Combination ~~Agreement,~~Agreement) entered into in connection therewith, are void and (ii) vote against any action or proposal (A) concerning any alternative to the proposed Merger and (B) that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or anythere is no liability under either of ~~the other transactions contemplated by~~ the Business Combination Agreement or ~~result in a breach~~any Transaction Agreement on the part of any ~~covenant, representation or warranty or other obligation or agreement of Memic~~party thereto (including, without limitation, under the ~~Business Combination~~SPAC Sponsor Letter Agreement that would result in the failure of any conditions to closing set forth therein to be satisfied. In addition, the Voting Agreements require each Voting Party to provide a proxy to appoint Memic, or any designee of Memic to vote such Voting Party’s shares (or act by ~~written consent in respect of such shares) accordingly.~~

~~Lock-Up Agreement~~

~~On August 12, 2021, concurrently with the execution~~ and delivery of the Business Combination Agreement, in support of the Merger, the Sponsor, and certain shareholders of Memic (collectively, with the Sponsor, the “Shareholder Parties”) entered into and delivered a Confidentiality and Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which the Shareholder Parties have agreed not to transfer any Memic Ordinary Shares held by them until the one year anniversary of the Effective Time, subject to early release if the stock price of the Memic Ordinary Shares is greater than or equal to $12.00 for any 20 trading days within any period of 30 consecutive trading days (as further described therein, and which will apply starting on the 150-day anniversary of the Effective Date), subject to

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~~MEDTECH ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(UNAUDITED)~~

~~certain permitted transfers (provided that such permitted transferees agree to be bound by the same transfer restrictions set forth in the Lock-Up Agreement).~~

~~Registration Rights Agreement~~

~~On August 12, 2021, as a condition to close the Business Combination Agreement,~~among Memic, the Sponsor, and ~~certain Memic equity holders (collectively with~~ the Sponsor, the “Memic Holders”) will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) that will become effective concurrently with the Merger, pursuant to which Memic agreed to file a shelf registration statement, by no later than ninety (90) business days after the closing date to register the resale of the Memic Ordinary Shares and warrants to purchase Memic Ordinary shares. The Registration Rights Agreement also provides the Memic Holders with (i) piggyback registration rights and (ii) three demand rights in any twelve-month period for an underwritten shelf takedown, provided that the demanding holders propose to sell securities with a total offering price reasonably expected to exceed, in the aggregate, $50 million in each underwritten shelf takedown.

~~PIPE Subscription Agreements~~

Onother parties signatory thereto dated August 12, ~~2021, concurrently with~~2021). Pursuant to the ~~execution and delivery of the Business Combination~~Termination Agreement, ~~Memic entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which, on the terms and~~ subject to certain exceptions, the ~~conditions set forth therein, immediately prior~~Company, Memic and Merger Sub have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the closing of the Merger, but after giving effect to certain capital restructuring, such investors will purchase from Memic upon the closing of the Merger newly issued Memic Ordinary Shares for aggregate gross proceeds of $76,350,000 (the “PIPE Investment”).

The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2021. The foregoing descriptions of each of the Business Combination Agreement, the Sponsor Letter Agreement, the form of Voting Agreement, the Lock-Up Agreement, the form of Registration Rights Agreement and the form of the Subscription Agreement are qualified in their entirety by reference to such agreement filed as an exhibit to this Quarterly Report.

business combination.

NOTE 8.7 - STOCKHOLDERS’ ~~EQUITY (DEFICIT)~~DEFICIT

Preferred Stock— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. ~~As of September 30, 2021~~At March 31, 2022 and December 31, ~~2020,~~2021, there were 0 shares of preferred stock issued or outstanding.

Class A Common Stock— The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to 1 vote for each share. At ~~September 30, 2021~~March 31, 2022 and December ~~31,2020,~~31,2021, there were 25,000,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity.

Class B Common Stock— The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to 1 vote for each share. ~~As of September 30, 2021~~At March 31, 2022 and December 31, ~~2020,~~2021, there were 6,250,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of ~~our shareholders~~the Company's stockholders except as otherwise required by law.

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~~MEDTECH ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(UNAUDITED)~~

The shares of Class B common stock will automatically convert into ~~shares of~~ Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,

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MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis. The Company cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

NOTE 9.8 - WARRANT LIABILITIES

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were 8,333,333 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem for cash the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending 3 business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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~~MEDTECH ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(UNAUDITED)~~

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be

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MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

As of ~~September 30, 2021,~~March 31, 2022 and December 31, ~~2020,~~2021, there were 4,933,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE ~~10.~~9 - FAIR VALUE MEASUREMENTS

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At ~~September 30,~~March 31, 2022, assets held in the Trust Account were comprised of $1,119 in cash and $250,052,376 in U.S. Treasury securities. During the three months ended March 31, 2022, the Company withdrew $11,000 of interest income from the Trust Account to pay for taxes.

At December 31, 2021, assets held in the Trust Account were comprised ~~of $1,027~~$250,007,295 in ~~cash and $250,058,351 in U.S. Treasury securities. At~~money market funds. During the year ended December 31, ~~2020, assets held in the Trust Account were comprised of $923 in cash and $250,002,375 in U.S. Treasury securities. During three and nine months ended September 30,~~ 2021, the Company ~~did not withdraw any~~withdrew $60,000 of interest income from the Trust ~~Account.~~Account to pay for taxes.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at ~~September 30, 2021,~~March 31, 2022 and December 31, ~~2020~~2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to

1918

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MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

determine such fair value. The gross holding loss and fair value of held-to-maturity securities at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, are as follows:

Gross

Amortized

Holding


Held-To-Maturity

Level

Cost

Gain (Loss)

Fair Value
September 30, 2021

U.S. Treasury Securities (Matured on 10/07/2021)

1

$
250,058,351

$
86

$
250,058,437
December 31, 2020

U.S. Treasury Securities (Matured on 3/11/2021)

1

$
250,002,375

$
(12,605)

$
249,989,770


		December 31,		September 30,			March 31,		December 31,
	Level	2020		2021		Level	2022		2021
Assets:
Marketable Securities held in Trust Account – Treasury Trust Money Market Fund						1	$	250,053,495	$	250,007,295
Liabilities:
Warrant Liability - Public Warrants	1	$	9,166,666	$	6,833,333
Warrant Liability - Private Placement Warrants	3	$	5,476,000	$	4,094,666
Warrant Liabilities - Public Warrants						1	$	2,166,667	$	4,333,333
Warrant Liabilities - Private Placement Warrants						3	$	1,282,667	$	2,565,333

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed balance ~~sheet.~~sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants in the condensed statements of operations.

The Private Placement Warrants were initially and subsequently valued using a Monte Carlo Simulation Model, which is considered to be a Level 3 fair value measurement. The Monte Carlo Simulation model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date.

The key inputs into the Monte Carlo Simulation for the Private Placement Warrants as of ~~September 30, 2021~~March 31, 2022 and December 31, 2021, were as follows:


	As of
		September 30,			December 31,			March 31,			December 31,
	2021			2020			2022			2021
Exercise price	$	11.50		$	11.50		$	11.50		$	11.50
Stock price	$	9.93		$	10.13		$	9.80		$	9.88
Volatility		13.2	%		16.7	%		3.9	%		9.6	%
Term		5.25			5.96			5.67			5.16
Risk-free rate		1.02	%		0.50	%		2.38	%		1.27	%
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%

2019

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MEDTECH ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

The following ~~table~~tables presents the changes in the level 3 fair value of warrant ~~liabilities:~~liabilities during the three months ended March 31, 2022 and March 31, 2021:


	Private Placement		Private Placement
Fair value as of December 31, 2020	$	5,476,000
Fair value as of December 31, 2021			$	2,565,333
Change in fair value		98,666		(1,282,666)
Fair value as of March 31, 2021		5,574,666
Change in fair value		(493,333)
Fair value as of June 30, 2021	$	5,081,333
Change in fair value		(986,667)
Fair value as of September 30, 2021	$	4,094,666
Fair value as of March 31, 2022			$	1,282,667


	Private Placement
Fair value as of December 31, 2020	$	5,476,000
Change in fair value		98,666
Fair value as of March 31, 2021	$	5,574,666

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were 0 transfers in or out of Level 3 from other levels in the fair value hierarchy during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and March 31, 2021.

NOTE ~~11.~~10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance ~~sheet~~sheets date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” are to MedTech Acquisition Corporation. References to our “management” or our “management team” are to our officers and directors, and references to the “Sponsor” are to MedTech Acquisition Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. Forward-looking statements in this report may include, for example, statements about:

●

our ability to select an appropriate target business or businesses;

●

our ability to complete our initial business ~~combination, including the Merger (as defined below) and other transactions contemplated by the Business Combination Agreement (as defined herein);~~combination;

●

our expectations around the performance of the prospective target business or ~~businesses, including Memic (as defined herein);~~businesses;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●

our potential ability to obtain additional financing to complete our initial business combination;

●

our pool of prospective target businesses in the healthcare industry;

●

our ability to consummate an initial business combination due to the continued uncertainty resulting from the COVID-19 pandemic;

●

the ability of our officers and directors to generate a number of potential acquisition opportunities;

●

our public securities’ liquidity and trading;

●

the trust account not being subject to claims of third parties; or

●

our financial performance following our initial public offering.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”) as well as the Risk Factors section of the proxy statement/ prospectus included in the registration statement for the ~~proposed~~terminated Merger when it becomes available. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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Overview

We are a blank check company formed under the laws of the State of Delaware on September 11, 2020 for the purpose of effecting ~~a Business Combination.~~an initial business combination. We intend to effectuate our ~~Business Combination~~an initial business combination using cash from the proceeds of the Initial Public Offering and the sale of the ~~Private Placement Warrants,~~private placement warrants, our capital stock, debt or a combination of cash, stock and debt.

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We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete ~~a Business Combination~~an initial business combination will be successful.

Recent Developments

On August 12, 2021, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (“Memic”), and Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Memic (“Merger Sub”).

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated thereby, Merger Sub will merge with and into us, with us surviving as a wholly-owned subsidiary of Memic (the “Merger”). ~~The Merger contemplates an implied enterprise valuation of Memic of $625,000,000 at~~

On March 9, 2022, the time of the signing of the Business Combination Agreement, in addition to the issuance of “price adjustment rights” to the Memic shareholders entitling such holders to additional Memic Ordinary Shares (as defined below) upon the achievement of certain milestones related to Memic’s post-closing trading price.

~~Pursuant to the Business Combination Agreement at the time the Merger becomes effective (the “Effective Time”), among~~Company convened and then adjourned, without conducting any other ~~things:~~

●

the shares of our Class A common stock, par value $0.0001 per share (the “SPAC Class A Stock”) and the Public Warrants, which, immediately prior to the Effective Time, will be automatically separated, if not already separated prior to such time, and the holder thereof will be deemed to hold one share of SPAC Class A Stock and one-third of one Public Warrant;

●

each share of our Class B common stock, par value of $0.0001 (the “SPAC Class B Stock”) and SPAC Class A Stock issued and outstanding immediately prior to the Effective Time (after giving effect to any redemptions by our public stockholders) will be converted into and will for all purposes represent only the right to receive one ordinary share, NIS 0.01 par value per share, of Memic (“Memic Ordinary Shares”);

●

each Public Warrant and each Private Placement Warrants to purchase one share of SPAC Class A Stock issued to our Sponsor that is outstanding unexercised immediately prior to the Effective Time will be converted into and become a warrant to purchase one Memic Ordinary Share; and

●

each pre-closing shareholder of Memic will receive price adjustment rights entitling such holders to receive additional Memic Ordinary Shares upon the achievement of certain milestones related to Memic’s post-closing trading price; the maximum number of Memic Ordinary Shares issuable pursuant to such price adjustment rights equals seventeen percent (17%) of the sum of (i) the number of outstanding Memic Ordinary Shares as calculated immediately after the closing of the Merger, (ii) the number of Memic Ordinary Shares issuable upon exercise of outstanding options that are vested and exercisable as of the Merger, and (iii) the number of Memic Ordinary Shares issuable upon exercise of Memic’s warrants that were issued and outstanding immediately prior the Merger, as ultimately determined after the consummation of the Merger).

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Concurrently with the execution and delivery of the Business Combination Agreement, in support of the Merger, our Sponsor, and each of our officers and each of the members of our board of directors (each an “Insider” and collectively, the “Insiders” and, together with our Sponsor, the “Sponsor Group”), entered into and delivered to Memic a letter agreement (the “Sponsor Letter Agreement”) by which the Sponsor Group agreed to, among other things, (i) vote all shares of SPAC Class B Stock and all shares of SPAC Class A Stock beneficially owned by him, her or it in favor of the Merger and each other proposal related to the Merger included on the agenda for thebusiness, its special meeting of stockholders relating to the Merger; (ii) when such meeting of stockholders is held, appear at such meeting or otherwise cause the SPAC Class B Stock or SPAC Class A Stock beneficially owned by him, her or it to be counted as present thereat for the purpose of establishing a quorum;proposed business combination with Memic and (iii) vote all SPAC Class B Stock and SPAC Class A Stock Shares beneficially owned by him, her or it against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Business Combination Agreement.

On March 10, 2022, the Company, Memic and Merger Sub entered into a Termination of Business Combination Agreement ~~or result in a breach of any covenant, representation or warranty or other obligation or agreement of us under~~(the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination ~~Agreement or result in a breach of any covenant or other obligation or agreement of our Sponsor or any Insider contained in the Sponsor Letter~~ Agreement.

~~Concurrently with the execution and delivery~~ The termination of the Business Combination Agreement ~~certain Memic shareholders (each,~~is effective as of March 9, 2022.

As a ~~“Voting Party” and together,~~result of the “Voting Parties”) entered into voting agreements (the “Voting Agreements”) with us. Under the Voting Agreements, each Voting Party agreed to, among other things, (i) whether at a special meeting of Memic’s shareholders or by action by written consent, vote all of their shares of Memic capital stock beneficially owned or held by such Voting Party (as applicable, and together, the “Voting Shares”) in favor of adoptiontermination of the Business Combination Agreement, the ~~Merger and related transactions contemplated by~~Business Combination Agreement, along with any Transaction Agreement (as defined in the Business Combination ~~Agreement,~~Agreement) entered into in connection therewith, are void and (ii) vote against any action or proposal (A) concerning any alternative to the proposed Merger and (B) that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or anythere is no liability under either of ~~the other transactions contemplated by~~ the Business Combination Agreement or ~~result in a breach~~any Transaction Agreement on the part of any ~~covenant, representation or warranty or other obligation or agreement of Memic~~party thereto (including, without limitation, under the ~~Business Combination~~SPAC Sponsor Letter Agreement ~~that would result in~~by and among Memic, the failure of any conditions to closing set forth therein to be satisfied. In addition, the Voting Agreements require each Voting Party to provide a proxy to appoint Memic, or any designee of Memic to vote such Voting Party’s shares (or act by written consent in respect of such shares) accordingly.

~~Concurrently with the execution and delivery of the Business Combination Agreement, in support of the Business Combination, our~~ Sponsor, and ~~certain shareholders of Memic (collectively, with our Sponsor,~~ the ~~“Shareholder Parties”) entered into and delivered a Confidentiality and Lock-Up~~other parties signatory thereto dated August 12, 2021). Pursuant to the Termination Agreement, (the “Lock-Up Agreement”), pursuant to which the Shareholder Parties have agreed not to transfer any Memic Ordinary Shares held by them until the one year anniversary of the Effective Time, subject to early release if the stock price of the Memic Ordinary Shares is greater than or equal to $12.00 for any 20 trading days within any period of 30 consecutive trading days (as further described therein, and which will apply starting on the 150-day anniversary of the Effective Date), subject to certain ~~permitted transfers (provided that such permitted transferees agree~~exceptions, the Company, Memic and Merger Sub have also agreed, on behalf of themselves and their respective related parties, to ~~be bound by the same transfer restrictions set forth in the Lock-Up Agreement).~~

As a condition to closing the Business Combination Agreement, Memic, our Sponsor and certain Memic equity holders (collectively with the our Sponsor, the “Memic Holders”) will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) that will become effective concurrently with the Merger, pursuant to which Memic agreed to file a shelf registration statement, by no later than ninety (90) business days after the closing date to register the resalerelease of the Memic Ordinary Shares and warrants to purchase Memic Ordinary shares . The Registration Rights Agreement also provides the Memic Holders with (i) piggyback registration rights and (ii) three demand rights in any twelve-month period for an underwritten shelf takedown, provided that the demanding holders propose to sell securities with a total offering price reasonably expected to exceed, in the aggregate, $50 million in each underwritten shelf takedown.

Concurrently with the execution and delivery of the Business Combination Agreement, Memic entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which, on the terms and subjectclaims relating to the conditions set forth therein, immediately prior to the closing of the Merger, but after giving effect to certain capital restructuring, such investors will purchase from Memic upon the closing of the Merger newly issued Memic Ordinary Shares for aggregate gross proceeds of $76,350,000 (the “~~PIPE Investment”).~~business combination.

The Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K filed with the SEC on August 13, 2021. The foregoing descriptions of each of the Business Combination Agreement, the Sponsor Letter Agreement, the form of Voting Agreement, the Lock-Up Agreement, the form of Registration Rights Agreement and the form of the PIPE Subscription Agreements are qualified in their entirety by reference to such agreement filed as an exhibit to this Quarterly Report.

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Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 11, 2020 (inception) through ~~September 30, 2021~~March 31, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and after the Initial Public Offering, identifying a target company for ~~a Business Combination at the earliest.~~an initial business combination, including Memic. We do not expect to generate any operating revenues until after the completion of our ~~Business Combination.~~initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance) as well as identifying and evaluating targets for ~~Business Combination.~~an initial business combination.

For the three months ended ~~September 30, 2021,~~March 31, 2022, we had a net income of ~~$1,864,740,~~$2,836,725, which consists of a change in fair value of warrant ~~liability~~liabilities of ~~$2,653,334~~$3,449,332 and interest ~~income~~earned on marketable securities held in the Trust Account of ~~$18,665,~~$57,200, offset by general and administrative expenses of ~~$807,259.~~$669,807.

For the ~~nine~~three months ended ~~September 30,~~March 31, 2021, we had a net ~~income~~loss of ~~$1,871,572,~~$372,034, which consists of ageneral and administrative expenses of $307,992 and change in fair value of warrant ~~liability~~liabilities of ~~$3,714,667 and~~$98,666, offset by interest ~~income~~earned on ~~marketable securities~~investments held in the Trust Account of ~~$56,081, offset by general and administrative expenses of $1,899,176.~~

~~For the period from September 11, 2020 (inception) through September 30, 2020, we had a net loss of $1,000, which consisted of formation and operational cost.~~$34,624.

Liquidity and ~~Capital Resources~~Going Concern

On December 22, 2020, we consummated the Initial Public Offering of 25,000,000 Units at $10.00 per Unit, generating gross proceeds of $250,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,933,333 ~~Private Placement Warrants~~private placement warrants at a price of $1.50 per Private Placement Warrant in a private placement to the ~~Sponsor,~~sponsor, generating gross proceeds of $7,400,000.

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Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $250,000,000 was placed in the Trust Account. We incurred $14,161,525 in Initial Public Offering related costs, including $5,000,000 of underwriting fees and $8,750,000 of deferred underwriting fees and $411,525 of other offering costs.

For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, cash used in operating activities was ~~$1,057,193.~~$425,954. Net income of ~~$1,871,572~~$2,836,725 was affected by a change in fair value of warrant liabilities of ~~$3,714,667~~$3,449,332 and interest earned on marketable securities held in the Trust Account of ~~$56,081.~~$57,200. Changes in operating assets and liabilities provided ~~$841,983~~$243,853 of cash for operating activities.

For the ~~period from September 11, 2020 (inception) through September 30, 2020, there was no~~three months ended March 31, 2021, cash used in operating ~~activities.~~

Asactivities was $205,848. Net loss of ~~September 30, 2021, we had cash~~$372,034 was affected by interest earned on investments held in the Trust Account of ~~$250,059,378.~~$34,624 and change in fair value of warrant liabilities of $98,666. Changes in operating assets and liabilities provided $102,144 of cash from operating activities.

As of March 31, 2022, we had investments held in the Trust Account of $250,053,495. Interest income on the balance in the Trust Account may be used by us to pay taxes. ~~Through September 30, 2021,~~During the quarter ended March 31, 2022, we ~~have not withdrawn any~~withdrew $11,000 of interest earned from the Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our ~~Business Combination.~~initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our ~~Business Combination,~~initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of ~~September 30, 2021,~~March 31, 2022, we had cash of ~~$277,805.~~$50,930. We intend to use the funds held outside the Trust Account primarily to perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete ~~a Business Combination.~~an initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with ~~a Business Combination,~~an initial business combination, the ~~Sponsor,~~sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete ~~a Business Combination,~~an initial business combination, we would repay such loaned amounts. In the event that ~~a Business Combination~~an initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account

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would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the ~~Private Placement Warrants.~~private placement warrants.

~~We do~~On December 30, 2021, the Company issued an unsecured promissory note (the "2021 Promissory Note") to the sponsor, pursuant to which the Company borrowed an aggregate principal amount of $544,000. The 2021 Promissory Note is non-interest bearing and matures upon the closing of our initial business combination.

On January 28, 2022, the Company issued an unsecured promissory note in principal amount of up to $400,000 to the Sponsor (the "2022 Promissory Note"), of which $265,000 was funded by the Sponsor during the quarter ended March 31, 2022. The 2022 Promissory Note does not ~~believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate~~bear interest and matures upon closing of the ~~costs~~Company's initial business combination.

Table of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt inContents

In connection with ~~such Business Combination.~~the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company has until December 22, 2022, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 22, 2022.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~September 30, 2021.~~March 31, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual ~~obligations~~Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the ~~Sponsor~~sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of ~~the Business Combination~~an initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

The underwriters are entitled to a deferred fee of $0.35 per ~~share,~~Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that ~~we complete a Business Combination,~~the Company completes an initial business combination, subject to the terms of the underwriting agreement.

The Company incurred legal fees of $508,525 and investment advisory fees of $400,000, which are contingent upon the consummation of the Merger. On March 12, 2022, the Merger was terminated, as such, the incurred legal and investment advisory fees are no longer due. These fees were never accrued on the Company’s balance sheet, therefore no reversal was required.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and ~~Private Placement Warrants~~private placement warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance ~~sheet~~sheets date until exercised, and any change in fair value is recognized in the ~~statement~~statements of operations. The Private Placement Warrants ~~for periods where no observable traded price was available are~~were initially and subsequently valued using a Monte Carlo Simulation Model. The Public Warrants for periods where no observable traded price was available ~~are~~were also valued using a Monte Carlo ~~simulation.~~simulation Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

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Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ ~~equity (deficit)~~deficit section of our condensed balance sheets.

Net Income ~~Per~~(Loss) per Common Share

Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, ~~2022~~2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Evaluation~~Table of ~~Disclosure Controls and Procedures~~Contents

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September 30, 2021.~~March 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules ~~13a-15 (e)~~13a-15(e) and ~~15d-15 (e)~~15d-15(e) under the Exchange Act) were ~~effective.~~

~~Table~~not effective, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of ~~Contents~~operations and cash flows for the periods presented.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control over Financial Reporting

~~There was~~During the quarter ended March 31, 2022, there has been no change in our internal control over financial reporting ~~that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q~~ that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ~~The material weakness discussed below was remediated during the quarter ended September 30, 2021.~~

~~Remediation of a Material weakness in Internal Control over Financial Reporting~~

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified and enhance our internal control over financial reporting. In light of the material weakness related to the Company’s assessment and reclassification of warrants, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting related to the reclassification of warrants, were completed as of the date of June 30, 2021.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not required for a smaller reporting company. However, as of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in the Company’s ~~final prospectus as~~Annual Report on Form 10-K filed with the SEC on ~~December 9, 2020~~March 2, 2022 and the Company’s ~~quarterly report~~Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 as filed with the SEC on June 28, 2021. ~~For risk factors relating to Memic and the Merger, please see the proxy statement/prospectus included in the Registration statement on Form F-4 of Memic filed with the SEC on September 30, 2021.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

For a description of the use of the proceeds generated in our initial public offering, see Part II, Item 2 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021. There has been no material change in the planned use of the proceeds from the Company’s initial public offering and private placement as is described in the Company’s final prospectus, December 9, 2020.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
~~2.1~~		~~Business Combination Agreement, dated August 12, 2021, by among MedTech Acquisition Corp., Memic Innovative Surgery Ltd.,~~ ~~and Maestro Merger Sub, Inc.(1)~~
~~10.1~~10.1+		~~Sponsor Letter~~Termination of Business Combination Agreement ~~dated August 12, 2021(1)~~(Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 10, 2022)
10.2		Promissory Note, dated as of January 28, 2022 issued to the Sponsor (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report Form ~~of Memic Voting Agreement(1)~~8-K, filed with the SEC on January 28, 2022)
~~10.3~~31.1*		~~Confidentiality and Lock-Up Agreement, dated August 12, 2021, by and among Memic Innovative Surgery Ltd.~~Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), ~~MedTech Acquisition Corp., MedTech Acquisition Sponsor LLC and~~as adopted Pursuant to Section 302 of the ~~other parties named therein.(1)~~
~~10.4~~		~~Form~~Sarbanes-Oxley Act of ~~Registration Rights Agreement(1)~~
~~10.5~~		~~Form of PIPE Subscription Agreement(1)~~2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

*	Filed herewith.

**	Furnished herewith.

~~(1)~~

~~Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on August 13, 2021 and incorporated by reference herein.~~

+ Certain of the exhibits to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MEDTECH ACQUISITION CORPORATION

Date: ~~November 12, 2021~~May 11, 2022	By:	/s/ Christopher C. Dewey
	Name:	Christopher C. Dewey
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 12, 2021~~May 11, 2022	By:	/s/ David J. Matlin
	Name:	David J. Matlin
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

3129


	As Previously
Balance Sheet as of December 31, 2020 (audited)	Reported		Adjustment		As Revised
Class A common stock subject to possible redemption	$	223,515,610	$	26,484,390	$	250,000,000
Class A common stock	$	265	$	(265)	$	—
Additional paid-in capital	$	5,710,503	$	(5,710,503)	$	—
Accumulated deficit	$	(711,389)	$	(20,773,622)	$	(21,485,011)
Total Stockholders’ Equity (Deficit)	$	5,000,004	$	(26,484,390)	$	(21,484,386)

Common Stock subject to possible redemption		22,351,561		2,648,439		25,000,000


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain (Loss)		Fair Value
September 30, 2021	U.S. Treasury Securities (Matured on 10/07/2021)	1	$	250,058,351	$	86	$	250,058,437
December 31, 2020	U.S. Treasury Securities (Matured on 3/11/2021)	1	$	250,002,375	$	(12,605)	$	249,989,770