UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.            )

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED OCTOBER 24MAY 9, 20222023

MedTech Acquisition Corporation
48 Maple Avenue
Greenwich, CT 06830

LETTER TO STOCKHOLDERS

TO THE STOCKHOLDERS OF MEDTECH ACQUISITION CORPORATION:To the Stockholders of MedTech Acquisition Corporation:

You are cordially invited to attend the special meeting in lieu of an annual meeting of stockholders, which we refer to as the “Meeting”, of MedTech Acquisition Corporation, which we refer to as “we”, “us”, “our” or the “Company”, to be held at 10:00 a.m. Eastern Time on [●], 2022.2023.

The Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Meeting online, vote and submit your questions during the Meeting by visiting [●].https://www.cstproxy.com/medtechacquisition/2023.   

Even if you are planning on attending the Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Meeting. Instructions on voting your shares are on the proxy materials you received for the Meeting. Even if you plan to attend the Meeting online, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend.

The accompanying proxy statement, which we refer to as the “Proxy Statement”, is dated [●[●], 2022,2023, and is first being mailed to stockholders of the Company on or about [●[●], 2022.2023. The sole purpose of the Meeting is to consider and vote upon the following proposals:

Each of the proposals areis more fully described in the accompanying Proxy Statement.

The purposeOn November 11, 2022, we entered into an Agreement and Plan of Merger, which was subsequently amended on April 4, 2023 (as amended, the “TriSalus Merger Agreement”), with MTAC Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and TriSalus Life Sciences, Inc., a Delaware corporation (“TriSalus”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into TriSalus (the “Merger”), with TriSalus surviving the Merger as a wholly owned subsidiary of us, and with TriSalus’ equity holders receiving shares of our common stock, par value $0.0001 per share (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “TriSalus Business Combination”). Upon consummation of the Extension Amendment ProposalTriSalus Business Combination, we will be renamed “TriSalus Life Sciences, Inc.” For more information about TriSalus Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and if necessary,Exchange Commission (the “SEC”) on November 14, 2022, as well as the Adjournment Proposal,Registration Statement on Form S-4, as amended, initially filed with the SEC on January 6, 2023 (the “TriSalus Registration Statement”). The TriSalus Registration Statement is not yet effective.

We originally had up to allow us additional time24 months from the closing of our initial public offering, or until December 22, 2022, to complete ourconsummate an initial business combination (the “Business Combination”). At the special meeting of our stockholders held on December 12, 2022, our stockholders approved an amendment to our charter to extend the date by which we must consummate our Business Combination from December 22, 2022 to June 22, 2023 (or such earlier date as determined by our Board). While we are currently in discussions regarding various business combination opportunities,using our best efforts to complete the TriSalus Business Combination as soon as practicable, our Board currently believes that there willmay not be sufficient time before DecemberJune 22, 20222023 to completeconsummate the TriSalus Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension. Therefore, theour Board has determined that it is in the best interests of our stockholders to extend the date by which the Company has to consummate the Business Combination to the Extended Date in order for our stockholders to provide the Company more time to consummate the TriSalus Business Combination. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the TriSalus Business Combination.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension Amendment. In addition, the Company will not proceed with the Extension Amendment unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) if the Company will have at least $5,000,001 of net tangible assets following approval of the opportunityExtension Amendment Proposal, after taking into account the redemptions. The Company cannot predict the amount that will remain in the Trust Account following the redemptions if the Extension Amendment Proposal is approved, and the amount remaining in the trust account may be significantly less than the approximately $20.2 million that was in the trust account as of March 31, 2023.

The purpose of the Extension Amendment Proposal is to participate in our future investment.

allow us additional time to complete the TriSalus Business Combination.

The purpose of the Section 242(b)(2) Amendment Proposal is to provide the Company with the flexibility to pursue or consummate the TriSalus Business Combination without the need to obtain class-specific stockholder approvals. This may prevent us from incurring a delay in consummating the TriSalus Business Combination.

The purpose of the Founder Share Amendment Proposal is to permit the holder of Founder Shares to convert Founder Shares into shares of Class A common stock at any time prior to the Business Combination and give the Company further flexibility to meet applicable continued listing requirements of the Nasdaq Stock Market LLC following any stockholder redemptions in connection with the Extension or the consummation of the Business Combination.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the charter the Redemption Limitation in order to allow the Company to redeem public shares, irrespective of whether such redemption would exceed the Redemption Limiation. The Board believes it is in the best interests of the Company and its stockholders for the Company to be allowed to effect redemptions irrespective of the Redemption Limitation.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Meeting to a later date or dates or indefinitely, if necessary or convenient, if we determine that additional time is necessary to permit further proposals or if we determine that additional time is necessary to effectuate the Extension.

In connection with the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal or the Redemption Limitation Amendment Proposal, public stockholders may elect to redeem their public shares, of Class A common stock issued in our IPO, which shares we refer to as the “public shares”, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which election we refer to as the “Election”, regardless of whether such public stockholders vote on the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal or the Redemption Limitation Amendment Proposal is approved by the requisite vote of stockholders and the applicable amendment to our charter is impletmented, the remaining holders of public shares will retain their right to redeem their public shares when the TriSalus Business Combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date. Our sponsor, MedTech Acquisition Sponsor LLC (the “Sponsor”), owns 6,250,000 shares of our Class B common stock, which we refer to as the “Founder Shares”,Founder Shares that were issued to the Sponsor prior to our IPO, and 4,933,333 private placement warrants, which we refer to as the “Private Placement Warrants”, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO.

To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Meeting (or [●[●], 2022)2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

If the Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor and/or its designees have agreed to contribute to us a loan of (i) the lesser of (x) $[●] or (y) $[●]$0.04 (such amount, the “Monthly Amount”) for each public share that is not redeemed (the “Initial Loan”Contribution”) plus (ii) if the Business Combination is not consummated by DecemberJune 22, 2022,2023, the Monthly Amount for each calendar month (commencing on DecemberJune 23, 20222023 and ending on the 22^nd day of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination until JuneSeptember 22, 2023 (the “Additional Loans”Contributions” and, collectively with the Initial Loan,Contribution, the “Loans”“Extension Contributions”). Accordingly, the amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination. If more than [●]For example, if the Company takes until September 22, 2023 to complete its Business Combination, the Sponsor and/or its designees would make aggregate Extension Contributions of approximately $0.12 for each public shares remain outstanding after redemptionsshare that is not redeemed. In connection with the TriSalus Merger Agreement, TriSalus has agreed to pay for 50% of the costs incurred by the Company in connection with the preparation and filing of applicable proxy materials and the holding of the Meeting (TriSalus’ portion of such fees, the “TriSalus Extension thenFees”) and 50% of the amount paid per shareExtension Contributions with the remainder to be funded by the Sponsor and/or its designee in the form of a loan to the Company, provided that TriSalus’ obligation to pay the TriSalus Extension Fees and its portion of the Extension Contributions will be reduced proportionately. For example, if we completeterminate immediately at the earliest to occur of (i) the closing date of the TriSalus Business Combination, on June 22, 2023, which would represent six calendar months,and (ii) the valid termination of the Merger Agreement. Upon such termination, the Company will have no public shares are redeemedobligation to repay the TriSalus Extension Fees and allany portion of our public shares remain outstanding in connection with the Extension then the aggregate amount deposited per share will be approximately $[●] per share, with the aggregate maximum contribution to the Trust Account being $[●]. However, if [●] public shares are redeemed and [●] of our public shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share for such six-month period will be approximately $[●] per share.Contributions paid by TriSalus. Assuming the Extension Amendment Proposal is approved and the Board implements the Extension, the Initial LoanContribution will be deposited in the Trust Account promptly following the Meeting. Each Additional LoanContribution will be deposited in the Trust Account within seven calendar days from the 22^nd of such calendar month (or portion thereof). The LoansExtension Contributions are conditioned upon the implementation of the Extension Amendment. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and the Company takes the full time through September 22, 2023 to complete the Business Combination, based on the funds in the Trust Account as of March 31, 2023, we estimate that the redemption amount per share at the meeting for such Business Combination or the Company’s subsequent liquidation is estimated to be approximately $10.55 per share (adjusted for interest earned on funds held in the Trust Account not previously released to us to pay our taxes (and less up to $100,000 for dissolution expenses in the event of our dissolution) divided by the number of public shares outstanding on the date of determination) in comparison to the amount of approximately $10.35 per share based on the funds in the Trust Account as of March 31, 2023. The LoansExtension Contributions will not occur if the Extension Amendment Proposal is not approved or the Extension is not completed. The amount of the Loansloans extended by the Sponsor and/or its designees to fund the Extension Contributions will not bear interest and will be repayable by us to the Sponsor and/or its designees upon consummation of the Business Combination. If the Sponsor and/or its designees advises us that it does not intend to make the Loans,Extension Contributions, then the Extension Amendment Proposal, the Section 242(b)(2) Amendment Proposal, Founder Share Amendment Proposal and the Adjournment Proposal will not be put before the stockholders at the Meeting and we will dissolve and liquidate in accordance with our charter. Our Board will have the sole discretion over whether to extend for additional calendar months until JuneSeptember 22, 2023 and if our Board determines not to continue extending for additional calendar months, the Sponsor and/or its designees’ obligation to make Additional LoansExtension Contributions following such determination will terminate.

Based uponon the current amountfunds in the Trust Account as of March 31, 2023, the Company anticipatesestimates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $[●] at the time of the Meeting.Meeting (adjusted for interest earned on funds held in the Trust Account not previously released to us to pay our taxes divided by the number of public shares outstanding on the date of determination). The closing price of the Company’s Class A common stock on [●], 2022May 8, 2023 as reported on the Nasdaq Capital Market was $[●].approximately $10.31. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If the Section 242(b)(2) Amendment Proposal is approved, the number of our authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL.

If the Founder Share Amendment Proposal is approved, it will enable our Sponsor, at its option, to convert the Founder Shares into shares of Class A common stock on a one-for-one basis at any time prior to the closing of a Business Combination, which will give the Company further flexibility to meet applicable continued listing requirements of the Nasdaq Stock Market LLC following any stockholder redemptions in connection with the Extension or the consummation of the Business Combination.

The Sponsor has informed us that the Sponsor may elect to convert up to 6,249,999 Founder Shares held by it into shares of Class A common stock on a one-for-one basis (the “Founder Conversion”), and consequently, following the Founder Conversion, our Sponsor will continue to own at least one (1) share of the Class B common stock. For purposes of this proxy statement, where the context warrants, the shares of Class A common stock that could be issued to our Sponsor in connection with the Founder Conversion and the remaining, unconverted share(s) of Class B common stock continued to be owned by our Sponsor shall also be the “Founder Shares” following the Founder Conversion. The Sponsor has agreed to take such actions as appropriate to provide that the shares of Class A common stock following the Founder Conversion will be subject to the same restrictions as the Founder Shares were subject to before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for our initial public offering. The Founder Shares are entitled to registration rights. Our Sponsor has informed us that it may consummate the Founder Conversion, in part, on the basis that having additional shares of our Class A common stock issued and outstanding may assist the Company in meeting applicable continued listing requirements of the Nasdaq Stock Market LLC following any stockholder redemptions in connection with the Extension or the consummation of the Business Combination.    

If the Redemption Limitation Amendment Proposal is approved, even if redemptions of the public shares would cause the Company to exceed the Redemption Limitation, we will be able to proceed with such redemptions.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals.

If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination, including the TriSalus Business Combination, by DecemberJune 22, 2022,2023, as contemplated by our IPO prospectus and in accordance with our charter, we 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 (which interest shall be net of taxes payable and 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 our remaining stockholders and our Board, liquidate and dissolve, subject, in each case, to our 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 our warrants, which will expire worthless if we fail to complete our Business Combination within 24 months following the IPO.by June 22, 2023. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.

SubjectIf  the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the foregoing,Extension Amendment and we will not redeem any public shares. In such case, public shares which a public stockholder elects to redeem but which are not redeemed shall be returned to such public stockholders or such public stockholders’ account and such public stockholder will retain the right to have their public shares redeemed for cash if we do not completed a Business Combination by June 22, 2023.

The affirmative vote of at least 65% of the Company’sour outstanding shares of common stock, including the Founder Shares, will be required to approve each of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our Business Combination. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.

The electionApproval of the nominees in the Director ElectionSection 242(b)(2) Amendment Proposal requires the affirmative vote of a pluralitymajority of theour issued and outstanding shares of the Company’s common stock, represented in person (including virtually) or by proxy at the Meeting and entitled to vote thereon. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Any shares not voted “FOR” any director nominee (whethervoting together as a resultsingle class, the affirmative vote of an abstention,the holders of a direction to withhold authority ormajority of the shares of Class B common stock outstanding, voting separately as a broker non-vote) will not be counted insingle class, and the nominee’s favor.affirmative vote of the holders of a majority of the shares of Class A common stock outstanding, voting separately as a single class.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders represented in person or by proxy at the Meeting.

Our Board has fixed the close of business on October 24, 2022April 28, 2023 as the date for determining the Company’s stockholders entitled to receive notice of and vote at the Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Meeting or any adjournment thereof.

You are not being asked to vote on the TriSalus Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the TriSalus Business Combination, you will retain the right to vote on the TriSalus Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the TriSalus Business Combination is approved and completed or we have not consummated the TriSalus Business Combination by the Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Director ElectionSection 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal, and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Under Delaware law and the Company’s bylaws, no other business may be transacted at the Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Director ElectionSection 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal, the Adjournment Proposal and the Meeting. Whether or not you plan to attend the Meeting, we urge you to read this material carefully and vote your shares.

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Meeting. If you are a stockholder of record, you may also cast your vote online at the Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Section 242(b)(2) Amendment Proposal and the Redemption Limitation Amendment Proposal, and an abstention will have the same effect as voting “AGAINST” the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Section 242(b)(2) Amendment Proposal, and the Redemption Limitation Amendment Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast for the other proposalsAdjournment Proposal and will have no effect on the outcome of the vote on the other proposals.Adjournment Proposal. Failure to vote by proxy or to vote in person at the Meeting will have no effect on the outcome of the vote on the other proposals.Adjournment Proposal if a valid quorum is established.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting in lieu of Annual Meeting of Stockholders to be held on [●[●], 2022: 2023:The notice of meeting and the accompanying Proxy Statement are available at [●]https://www.cstproxy.com/medtechacquisition/2023.

MedTech Acquisition Corporation
48 Maple Avenue
Greenwich, CT 06830

NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

The special meeting in lieu of annual meeting, which we refer to as the “Meeting”, of stockholders of MedTech Acquisition Corporation, which we refer to as “we”, “us”, “our” or the “Company”, will be held at 10:00 a.m. Eastern Time on [●], 20222023 as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Meeting via a live webcast available at [●].https://www.cstproxy.com/medtechacquisition/2023. Meeting will be held for the sole purpose of considering and voting upon the following proposals:

The Extension Amendment Proposal is required for the implementationEach of the planproposals is more fully described in the accompanying Proxy Statement.

On November 11, 2022, we entered into an Agreement and Plan of Merger (as amended, the “TriSalus Merger Agreement”) with MTAC Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and TriSalus Life Sciences, Inc., a Delaware corporation (“TriSalus”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into TriSalus (the “Merger”), with TriSalus surviving the Merger as our wholly owned subsidiary, and with TriSalus’ equity holders receiving shares of our common stock, par value $0.0001 per share (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “TriSalus Business Combination”). Upon consummation of the TriSalus Business Combination, we will be renamed “TriSalus Life Sciences, Inc.” For more information about TriSalus Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022, as well as the Registration Statement on Form S-4, as amended, initially filed with the SEC on January 6, 2023 (the “TriSalus Registration Statement”). The TriSalus Registration Statement is not yet effective.

We originally had up to 24 months from the closing of our initial public offering, or until December 22, 2022, to consummate an initial business combination (the “Business Combination”). At the special meeting of our stockholders held on December 12, 2022, our stockholders approved an amendment to our charter to extend the date by which we must consummate our Business Combination from December 22, 2022 to June 22, 2023 (or such earlier date as determined by our Board). While we are using our best efforts to complete the TriSalus Business Combination as soon as practicable, our Board currently believes that there will not be sufficient time before June 22, 2023 to consummate the TriSalus Business Combination. Accordingly, our Board has determined that it is in the best interests of our stockholders to extend the date by which the Company has to complete our initial business combination (the “Business Combination”). consummate the Business Combination to the Extended Date in order to provide the Company more time to consummate the TriSalus Business Combination. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the TriSalus Business Combination.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension Amendment. In addition, the Company will not proceed with the Extension Amendment unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) if the Company will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the redemptions. The Company cannot predict the amount that will remain in the Trust Account following the redemptions if the Extension Amendment Proposal is approved, and the amount remaining in the trust account may be significantly less than the approximately $20.2 million that was in the trust account as of March 31, 2023.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow the Company moreus additional time to complete the TriSalus Business Combination.

The purpose of the Section 242(b)(2) Amendment Proposal is to provide the Company with the flexibility to pursue or consummate the Business Combination without the need to obtain class-specific stockholder approvals. This may prevent us from incurring a delay in consummating the Business Combination.

The purpose of the Founder Share Amendment Proposal is to allow for the Founder Conversion (as defined below) and assist the Company in meeting applicable continued listing requirements of the Nasdaq Stock Market LLC. The Sponsor has informed us that the Sponsor may convert up to 6,249,999 shares of the Class B common stock held by it into shares of Class A common stock on a one-for-one basis (the “Founder Conversion”), and consequently, following the Founder Conversion, our Sponsor will continue to own at least one (1) share of the Class B common stock. For purposes of this proxy statement, where the context warrants, the shares of Class A common stock that could be issued to our Sponsor in connection with the Founder Conversion and the remaining, unconverted share(s) of Class B common stock continued to be owned by our Sponsor shall also be the “Founder Shares” following the Founder Conversion. The Sponsor has agreed to take such actions as appropriate to provide that the Founder Shares following the Founder Conversion will be subject to the same restrictions as the Class B common stock were subject to before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for our initial public offering. The Founder Shares are entitled to registration rights. Our Sponsor has informed us that it may consummate the Founder Conversion, in part, on the basis that having additional shares of our Class A common stock issued and outstanding may assist the Company in meeting applicable continued listing requirements of the Nasdaq Stock Market LLC following any stockholder redemptions in connection with the Extension or the consummation of the Business Combination.

In connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares of Class A common stock issued in our IPO, which shares we refer to as the “public shares”, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which election we refer to as the “Election”, regardless of whether such public stockholders vote on the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date. TheOur sponsor, MedTech Acquisition Sponsor LLC (the “Sponsor”), owns 6,250,000 shares of our Class B common stock, which we refer to as the “Founder Shares”,Founder Shares that were issued to the Sponsor prior to our IPO, and 4,933,333 private placement warrants, which we refer to as the “Private Placement Warrants”, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO.

To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Meeting (or [●[●], 2022)2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

If the Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor and/or its designees have agreed to contribute to us a loan of (i) the lesser of (x) $[●] or (y) $[●]$0.04 (such amount, the “Monthly Amount”) for each public share that is not redeemed (the “Initial Loan”Contribution”) plus (ii) if the Business Combination is not consummated by DecemberJune 22, 2022,2023, the Monthly Amount for each calendar month (commencing on DecemberJune 23, 20222023 and ending on the 22^nd day of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination until JuneSeptember 22, 2023 (the “Additional Loans”Contributions” and, collectively with the Initial Loan,Contribution, the “Loans”“Extension Contributions”). Accordingly, the amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination. If more than [●]For example, if the Company takes until September 22, 2023 to complete its Business Combination, the Sponsor and/or its designees would make aggregate Extension Contributions of approximately $0.12 for each public shares remain outstanding after redemptionsshare that is not redeemed. In connection with the TriSalus Merger Agreement, TriSalus has agreed to pay for 50% of the costs incurred by the Company in connection with the preparation and filing of applicable proxy materials and the holding of the Meeting (TriSalus’ portion of such fees, the “TriSalus Extension thenFees”) and 50% of the amount paid per shareExtension Contributions with the remainder to be funded by the Sponsor and/or its designee in the form of a loan to the Company, provided that TriSalus’ obligation to pay the TriSalus Extension Fees and its portion of the Extension Contributions will be reduced proportionately. For example, if we completeterminate immediately at the earliest to occur of (i) the closing date of the TriSalus Business Combination, on June 22, 2023, which would represent six calendar months,and (ii) the valid termination of the Merger Agreement. Upon such termination, the Company will have no public shares are redeemedobligation to repay the TriSalus Extension Fees and allany portion of our public shares remain outstanding in connection with the Extension then the aggregate amount deposited per share will be approximately $[●] per share, with the aggregate maximum contribution to the Trust Account being $[●]. However, if [●] public shares are redeemed and [●] of our public shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share for such six-month period will be approximately $[●] per share.Contributions paid by TriSalus. Assuming the Extension Amendment Proposal is approved and the Board implements the Extension, the Initial LoanContribution will be deposited in the Trust Account promptly following the Meeting. Each Additional LoanContribution will be deposited in the Trust Account within seven calendar days from the 22^nd of such calendar month (or portion thereof). The LoansExtension Contributions are conditioned upon the implementation of the Extension Amendment. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and the Company takes the full time through September 22, 2023 to complete the Business Combination, based on the funds in the Trust Account as of March 31, 2023, we estimate that the redemption amount per share at the meeting for such Business Combination or the Company’s subsequent liquidation is estimated to be approximately $10.55 per share (adjusted for interest earned on funds held in the Trust Account not previously released to us to pay our taxes (and less up to $100,000 for dissolution expenses in the event of our dissolution) divided by the number of public shares outstanding on the date of determination) in comparison to the amount of approximately $10.35 per share based on the funds in the trust account as of March 31, 2023.The LoansExtension Contributions will not occur if the Extension Amendment Proposal is not approved or the Extension is not completed. The amount of the Loansloans extended by the Sponsor and/or its designees to fund the Extension Contributions (the “Extension Loans”) will not bear interest and will be repayable by us to the Sponsor and/or its designees upon consummation of the Business Combination. If the Sponsor and/or its designees advises us that it does not intend to make the Loans,Extension Contributions, then the Extension Amendment, the Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal will not be put before the stockholders at the Meeting and we will dissolve and liquidate in accordance with our charter. Our Board will have the sole discretion over whether to extend for additional calendar months until JuneSeptember 22, 2023 and if our Board determines not to continue extending for additional calendar months, the Sponsor and/or its designees’ obligation to make Additional LoansExtension Contributions following such determination will terminate.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election and the amount remaining in the Trust Account may be significantly less than the approximately $250.3 million$20,219,328 that was in the Trust Account as of June 30, 2022.March 31, 2023.  In such event, the Company may need to obtain additional funds to complete the TriSalus Business Combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination, including the TriSalus Business Combination, by DecemberJune 22, 2022,2023, as contemplated by our IPO prospectus and in accordance with our charter, we 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 (which interest shall be net of taxes payable and 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 our remaining stockholders and our Board, liquidate and dissolve, subject, in each case, to our 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 our warrants, which will expire worthless if we fail to complete our Business Combination within 24 months following the IPO.by June 22, 2023.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 6,250,000 Founder Shares (even if they are converted into shares of Class A Common Stock), which were issued to the Sponsor prior to our IPO, and 4,933,333 Private Placement Warrants, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares.

If the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party (other than the Company’s independent accountants) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination 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 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 the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, which we refer to as the “Securities Act”. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and believe that the Sponsor’s only assets are securities of the Company. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. Based uponon the current amountfunds in the Trust Account as of March 31, 2023, we anticipate that, if the Extension Amendment Proposal is not approved and we do not consummate a Business Combination, including the TriSalus Business Combination, by June 22, 2023, the per-share price at which public shares will be redeemed from cash held in the Trust Account willupon our liquidation is estimated to be approximately $[$10.43 (adjusted for interest earned on funds held in the Trust Account not previously released to us to pay our taxes (and less up to $100,000 for dissolution expenses in the event of our dissolution) divided by the number of public shares outstanding on the date of determination)●]. Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.00, plus interest, due to unforeseen claims of creditors.

Under the Delaware General Corporation Law (“DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Because the Company will not be complying with Section 280 of the DGCL as described in our IPO prospectus filed with the U.S. Securities and Exchange Commission, which we refer to as the “SEC”,SEC, on December 21, 2020, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers or investment bankers) or prospective target businesses.

If the Extension Amendment Proposal is approved, the Company, pursuant to the terms of the investment management trust agreement, dated December 17, 2020, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount”, equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete the Business Combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on the Business Combination through the Extended Date if the Extension Amendment Proposal is approved.

Our Board has fixed the close of business on October 24, 2022April 28, 2023 as the date for determining the Company’s stockholders entitled to receive notice of and vote at the Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Meeting or any adjournment thereof. On the record date of the Meeting, there were 25,000,0001,953,422 shares of Class A common stock and 6,250,000 shares of Class B common stock outstanding. The Company’s warrants do not have voting rights in connection with the proposals.

This Proxy Statement contains important information about the Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Morrow Sodali LLC (“Morrow Sodali”)] to assist in the solicitation of proxies for the Meeting. We have agreed to pay Morrow Sodali its customary fee in connection with such services in connection with the Meeting. We will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate the Business Combination if the Extension Amendment Proposal is approved, we do not expect such payments to have a material effect on our ability to consummate the Business Combination.

This Proxy Statement is dated [●[●], 20222023 and is first being mailed to stockholders on or about [●[●], 2022.2023.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement.

As described under “Thein the section below entitled “The Extension Amendment Proposal — Redemption RightsRights”,” if the deadline for us to complete thea Business Combination (currently DecemberJune 22, 2022)2023) is extended, our public stockholders will have the right to require us to redeem their public shares. Any redemption or other repurchase that occurs after December 31, 2022, in connection with the Business Combination or otherwise may be subject to the excise tax. Whether andThe extent to what extentwhich we would be subject to the excise tax in connection with the Business Combinationa Redemption Event would depend on a number of factors, includingincluding: (i) the fair market value of the redemptions and repurchases in connection with the Business Combination,Redemption Event, (ii) the structure of the Business Combination, (iii) the nature and amount of any “private investment in public equity”“PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business CombinationRedemption Event but issued within the same taxable year of the Business Combination), (iii) if we fail to timely consummate a Business Combination and liquidate in a taxable year  subsequent to the year in which a Redemption Event occurs and (iv) the content of any proposed or final regulations and other guidance from the Treasury Department. In addition, because the excise tax would be payable by us and not by the redeeming holder,holders, the mechanics of any required payment of the excise tax have not beenremain to be determined. If the Extension is implemented and the Business Combination is not completedAny excise tax payable by December 31, 2022, the foregoing couldus in connection with a Redemption Event may cause a reduction in the cash available on handto us to complete thea Business Combination and incould affect our ability to complete thea Business Combination.

The ability of our public stockholders to exercise redemption rights in the redemption in connection with the effectiveness of the Extension Amendment with respect to a large number of our public shares may adversely affect the liquidity of our securities.

Pursuant to its charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash in the redemption in connection with the effectiveness of the Extension Amendment. The ability of our public stockholders to exercise such redemption rights with respect to a large number of our public shares may adversely affect the liquidity of our Class A common stock. As a result, you may be unable to sell your Class A common stock even if the per-share market price is higher than the per-share redemption price paid to public stockholders that elect to redeem their public shares in the redemption in connection with the effectiveness of the Extension Amendment.

In the event the Extension Amendment Proposal is approved and we amend our charter, Nasdaq may delist our securities from trading on its exchange following stockholder redemptions in connection with such amendment, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Class A common stock, units and warrants are listed on the Nasdaq Capital Market. We are subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing requirements for our Class A common stock include, among other things, the requirement to maintain at least 300 public holders, at least 500,000 publicly held shares and the Market Value of Listed Securities (as defined in Nasdaq Rule 5005) of at least $35 million. Pursuant to the terms of the charter, in the event the Extension Amendment Proposal is approved and the charter is amended, public stockholders may elect to redeem their public shares and, as a result, we may not be in compliance with Nasdaq’s continued listing requirements.

We expect that if our Class A common stock fails to meet Nasdaq’s continued listing requirements, our units and warrants will also fail to meet Nasdaq’s continued listing requirements for those securities. We cannot assure you that any of our Class A common stock, units or warrants will be able to meet any of Nasdaq’s continued listing requirements following any stockholder redemptions of our public shares in connection with the amendment of our charter pursuant to the Extension Amendment Proposal. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A common stock, units and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by SPACs, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

BACKGROUND

We are a blank check company formed in Delaware on September 11, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

There are currently 25,000,000As of the record date of the Meeting, there were 1,953,422 shares of Class A common stock and 6,250,000 shares of Class B common stock issued and outstanding. In addition, we issued warrants to purchase 8,333,333 shares of Class A common stock as part of our IPO and warrants to purchase 4,933,333 shares of Class A common stock as part of the private placement with the Sponsor that we consummated simultaneously with the consummation of our IPO. Each whole warrant entitles its holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. The warrants will become exercisable 30 days after the completion of our Business Combination and expire five years after the completion of our Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the reported closing price of the Company’s 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 on the third business day before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees.

As of June 30, 2022,March 31, 2023, approximately $250.3$20.2 million from our IPO and the simultaneous sale of the Private Placement Warrants werewas held in our Trust Account in a demand deposit account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of 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 us meeting the conditions of Rule 2a-7 of the Investment Company Act, until the earlier of: (i) the consummation of the Business Combination n or (ii) the distribution of the proceeds in the Trust Account as described below.trustee.

In order to finance transaction costs in connection with an intended business combination,Business Combination, the Sponsor has committed, (i) unsecured promissory notes in the principal amount of up to $944,000$1,944,000 issued for working capital purposes made by the Sponsor, of which approximately $944,000$1,359,222 was outstanding as of June 30, 2022; andMarch 31, 2023; (ii) the Convertible Promissory Note in the principal amount of up to $1,500,000 in connection with working capital loans made by the Sponsor and payment of transaction costs and expenses in connection with the Business Combination, for working capital requirements, of which approximately $500,000$1,500,000 was outstanding as of June 30, 2022.March 31, 2023; and (iii) a promissory note in the principal amount of up to $468,821 to the Sponsor pursuant to in connection with the extension approved by the Special Meeting, of which approximately $156,273 was outstanding as of March 31, 2023. At any time prior to payment in full of the principal balance of the Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of warrants,Conversion Warrants, each exercisable for one share of the Company’s Class A common stock, (the “Conversion Warrants”), equal to: (x) the portion of the principal amount of the Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The Conversion Warrants and their underlying securities are entitled to certain demand and piggyback registration.registration rights as set forth in the Convertible Promissory Note.

The TriSalus Business Combination

As previously announced on our Current Form 8-K filed with the SEC on November 14, 2022 as well as the TriSalus Registration Statement filed with the SEC on January 6, 2023, on November 11, 2022, we entered into the TriSalus Merger Agreement with Merger Sub and TriSalus, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into TriSalus, with TriSalus surviving the Merger as a wholly owned subsidiary of us, and with TriSalus’ equity holders receiving shares of our common stock. Upon consummation of the TriSalus Business Combination, we will be renamed “TriSalus Life Sciences, Inc.”

As a result of the approval be the special meeting of our stockholders held on December 12, 2022, the date by which we must consummate our Business Combination has been extended from December 22, 2022 to June 22, 2023 (or such earlier date as determined by our Board). While we are using our best efforts to complete the TriSalus Business Combination as soon as practicable, our Board currently believes that there may not be sufficient time before June 22, 2023 to consummate the TriSalus Business Combination. Accordingly, our Board has determined that it is in the best interests of our stockholders to extend the date by which the Company has to consummate the Business Combination to the Extended Date in order to provide the Company more time to consummate the TriSalus Business Combination. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the TriSalus Business Combination.

If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the TriSalus Merger Agreement (including, without limitation, receipt of stockholder approval of the TriSalus Business Combination), we intend to complete the TriSalus Business Combination as soon as possible and in any event on or before the Extended Date.

You are not being asked to vote on the TriSalus Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the TriSalus Business Combination, you will retain the right to vote on the TriSalus Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the TriSalus Business Combination is approved and completed or we have not consummated the TriSalus Business Combination by the Extended Date.

THE EXTENSION AMENDMENT PROPOSAL

Overview

The Company is proposing to amend its charter to extend the date by which the Company has to consummate the Business Combination to the Extended Date so as to provide the Company with additional time to complete the Business Combination.

The Extension Amendment Proposal is required for the implementation of the Board’s plan to allow the Company more time to complete the TriSalus Business Combination.

If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination, including the TriSalus Business Combination, by DecemberJune 22, 2022,2023, as contemplated by our IPO prospectus and in accordance with our charter, we 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 (which interest shall be net of taxes payable and 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 our remaining stockholders and our Board, liquidate and dissolve, subject, in each case, to our 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 our warrants, which will expire worthless if we fail to complete our Business Combination within 24 months following the IPO.by June 22, 2023. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares. A copy of the proposed amendment to the charter of the Company is attached to this Proxy Statement in Annex A.

Reasons for the Extension Amendment Proposal

The Company’s charter provides thatAs explained below, the Company haspurpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the TriSalus Business Combination.

On November 11, 2022, we entered into an the TriSalus Merger Agreement with Merger Sub, and TriSalus, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into TriSalus, with TriSalus surviving the Merger as a wholly owned subsidiary of us, and with TriSalus’ equity holders receiving shares of our common stock. Upon consummation of the TriSalus Business Combination, we will be renamed “TriSalus Life Sciences, Inc.” For more information about TriSalus Business Combination, see our Current Report on Form 8-K filed with the SEC on November 11, 2022, as well as the TriSalus Registration Statement.

We originally had until December 22, 2022 to consummate a Business Combination. At the special meeting of our stockholders held on December 12, 2022, our stockholders approved an amendment to our charter to extend the date by which we must consummate our Business Combination from December 22, 2022 to June 22, 2023 (or such earlier date as determined by our Board). While we are using our best efforts to complete the TriSalus Business Combination as soon as practicable, our Board currently believes that there may not be sufficient time before June 22, 2023 to consummate the TriSalus Business Combination. The purpose of the Extension AmendmentAccordingly, our Board has determined that it is to allow the Company more time to complete its Business Combination.

The Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon, consummation of the Business Combination. Additionally, our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that the Business Combination would be in the best interests of our stockholders and because we will not be able to conclude the Business Combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we havethe Company has to completeconsummate the Business Combination beyond December 22, 2022 to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the Business Combination.

We believe that the foregoing charter provision was included to protect the Company’s stockholders from having to sustain their investments for an unreasonably long period ifprovide the Company failedmore time to find a suitable business combination inconsummate the timeframe contemplated by the charter.TriSalus Business Combination.

If the Extension Amendment Proposal is Not Approved

Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our Business Combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders approve the Extension Amendment Proposal.

If the Extension Amendment Proposal is not approved and we do not consummate, a Business Combination, including the TriSalus Business Combination, by DecemberJune 22, 2022,2023, as contemplated by our IPO prospectus and in accordance with our charter, we 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 (which interest shall be net of taxes payable and 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 our remaining stockholders and our Board, liquidate and dissolve, subject, in each case, to our 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 our warrants, which will expire worthless if we fail to complete our Business Combination within 24 months following the IPO.by June 22, 2023. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.

If the Extension Amendment Proposal Is Approved

If the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in Annex A hereto to extend the time it has to complete the Business Combination until the Extended Date. The Company will remain a reporting company under the Exchange Act and its units, Class A common stock and public warrants will remain publicly traded. The Company will then continue to work to consummate the Business Combination by the Extended Date.

Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further action by our stockholders.In addition, we will not proceed with the Extension Amendment unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) if we will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the redemptions.

If the Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor and/or its designees have agreed to contribute to us the Loans.Extension Contributions. Accordingly, the amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination. If more than [●]For example, if the Company takes until September 22, 2023 to complete its Business Combination, the Sponsor and/or its designees would make aggregate Extension Contributions of approximately $0.12 for each public shares remain outstanding after redemptions inshare that is not redeemed. In connection with the TriSalus Merger Agreement, TriSalus has agreed to pay for the TriSalus Extension thenFees and 50% of the amount paid per shareExtension Contributions with the remainder to be funded by the Sponsor and/or its designee in the form of a loan to the Company, provided that TriSalus’ obligation to pay the TriSalus Extension Fees and its portion of the Extension Contributions will be reduced proportionately. For example, if we completeterminate immediately at the earliest to occur of (i) the closing date of the TriSalus Business Combination, on June 22, 2023, which would represent six calendar months,and (ii) the valid termination of the Merger Agreement. Upon such termination, the Company will have no public shares are redeemedobligation to repay the TriSalus Extension Fees and allany portion of our public shares remain outstanding in connection with the Extension then the aggregate amount deposited per share will be approximately $[●] per share, with the aggregate maximum contribution to the Trust Account being $[●]. However, if [●] public shares are redeemed and [●] of our public shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share for such six-month period will be approximately $[●] per share.Contributions paid by TriSalus. Assuming the Extension Amendment Proposal is approved and the Board implements the Extension, the Initial LoanContribution will be deposited in the Trust Account promptly following the Meeting. Each Additional Loan will be deposited in the Trust Account within seven calendar days from the 22^nd of such calendar month (or portion thereof). The LoansExtension Contributions are conditioned upon the implementation of the Extension Amendment. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and the Company takes the full time through September 22, 2023 to complete the Business Combination, based on the funds in the Trust Account as of March 31, 2023, we estimate that the redemption amount per share at the meeting for such Business Combination or the Company’s subsequent liquidation is estimated to be approximately $10.55 per share (adjusted for interest earned on funds held in the Trust Account not previously released to us to pay our taxes (and less up to $100,000 for dissolution expenses in the event of our dissolution) divided by the number of public shares outstanding on the date of determination) in comparison to the amount of approximately $10.35 per share based on the funds in the trust account as of March 31, 2023. The Extension Contributions are conditioned upon the implementation of the Extension Amendment. The LoansExtension Contributions will not occur if the Extension Amendment Proposal is not approved or the Extension is not completed. The amount of the Extension Loans will not bear interest and will be repayable by us to the Sponsor and/or its designees upon consummation of the Business Combination. If the Sponsor and/or its designees advises us that it does not intend to make the Loans,Extension Contributions, then the Extension Amendment, the Section 242(b)(2) Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal will not be put before the stockholders at the Meeting and we will dissolve and liquidate in accordance with our charter. Our Board will have the sole discretion over whether to extend for additional calendar months until JuneSeptember 22, 2023 and if our Board determines not to continue extending for additional calendar months, the Sponsor and/or its designees’ obligation to make Additional LoansContributions following such determination will terminate.

You are not being asked to vote on the TriSalus Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the TriSalus Business Combination, you will retain the right to vote on the TriSalus Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the TriSalus Business Combination is approved and completed or we have not consummated the TriSalus Business Combination by the Extended Date.

If the Extension Amendment Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be significantly less than the approximately $250.3 million$20,219,328 that was in the Trust Account as of June 30, 2022.March 31, 2023. 

Redemption Rights

If the Extension Amendment Proposal is approved, and the Extension is implemented, each public stockholder may seek to redeem its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. As of the record date, basedBased on funds in the Trust Account of approximately $[●]$20.2 million as of such date,March 31, 2023, the pro rata portion of the funds available in the Trust Account for the redemption of public shares wasis estimated to be approximately $[●] per share (taking into accountat the removaltime of the accruedMeeting (adjusted for interest earned on funds held in the Trust Account not previously released to us to pay our taxes)taxes divided by the number of public shares outstanding on the date of determination). Holders of public shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any stockholder vote to approve a proposed business combination, or if the Company has not consummated the Business Combination by the Extended Date.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON [●[●], 2022.2023.

In connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on [●[●], 20222023 (two business days before the Meeting), you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, 1 State Street Plaza, 30^th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on [●[●], 20222023 (two business days before the Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on [●[●], 20222023 (two business days before the Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public stockholder tenders its shares and decides prior to the vote at the Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

Based upon the current amounton funds in the Trust Account of approximately $20.2 million as of March 31, 2023, the Company anticipatesestimates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $[●] at the time of the Meeting.Meeting (adjusted for interest earned on funds held in the Trust Account not previously released to us to pay our taxes divided by the number of public shares outstanding on the date of determination). The closing price of the Company’s Class A common stock on [●], 2022May 8, 2023 as reported on the Nasdaq Capital Market was $[●].approximately $10.31.

If you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on [●[●], 20222023 (two business days before the Meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension.

Vote Required for Approval

The affirmative vote by holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares, is required to approve the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved, the Extension Amendment will not be implemented and, if the Business Combination has not been consummated by December 22, 2022, the Company will be required by its charter to (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 (which interest shall be net of taxes payable and 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 our remaining stockholders and our Board, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our Business Combination. Therefore, our Board will abandon and not implement such amendment unless our stockholders approve the Extension Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.

The Sponsor and all of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment Proposal. On the record date, the Sponsor and our directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote an aggregate of 6,250,000 Founder Shares, representing approximately 20.0% of the Company’s issued and outstanding shares of common stock. The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of Class A common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.

Interests of the Sponsor, Directors and Officers

When you consider the recommendation of our Board, you should keep in mind that the Sponsor, executive officers and members of our Board have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

The Board’s Reasons for the Extension Amendment Proposal and Its Recommendation

As discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Extension Amendment Proposal and recommends that you vote “FOR” such proposal.

Our charter provides that the Company has until December 22, 2022 to complete the purposes of the Company including, but not limited to, effecting the Business Combination under its terms.

Our charter states that if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete the Business Combination before December 22, 2022, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. We believe that this charter provision was included to protect the Company’s stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.

In addition, the Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon the consummation of, a business combination. Because we continue to believe that the Business Combination would be in the best interests of our stockholders and because we will not be able to conclude the Business Combination within 24 months following the IPO, the Board has determined to seek stockholder approval to extend the date by which we have to complete the Business Combination beyond December 22, 2022 to the Extended Date.

The Company is not asking you to vote on the TriSalus Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on the TriSalus Business Combination in the future and the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the TriSalus Business Combination is approved and completed or the Company has not consummated another business combinationTriSalus Business Combination by the Extended Date.

After careful considerationVote Required for Approval

The affirmative vote of all relevant factors,holders of at least 65% of the Board determined thatCompany’s outstanding shares of common stock, including the Founder Shares, voting as a single class, is required to approve the Extension Amendment isProposal.

The Sponsor and all of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment Proposal. On the record date, the Sponsor owned and was entitled to vote an aggregate of 6,250,000 Founder Shares, representing approximately 76.2% of the Company’s issued and outstanding shares of common stock. Accordingly, the Sponsor will be able to approve the Extension Amendment Proposal, even if no public shares are voted in favor of such proposal. The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of Class A common stock in the best interests ofopen market or in privately negotiated transactions in connection with the Company and its stockholders.stockholder vote on the Extension Amendment.

Recommendation of the Board

Our Board unanimously recommends that our stockholders vote “FOR” the approval of the Extension Amendment Proposal.

THE DIRECTOR ELECTIONSECTION 242(b)(2) AMENDMENT PROPOSAL

Our Board is divided into two classes,  Class I and Class II, with members of each class serving staggered two-year terms and only one class of directors being elected in each year. The term of office of the Class I directors, Karim Karti, Martin Roche, MD, Thierry Thaure and Manuel Aguero, will expire at this Meeting. The term of office of the Class II directors,  David J. Matlin, David L. Treadwell and Christopher C. Dewey, will expire at the annual meeting of stockholders to be held in 2023.Overview

At the Meeting, four Class I directors will be electedThe Company is proposing to amend its charter such that further increases or decrease to the number of shares of authorized common stock or preferred stock need not be subject to a class-specific vote pursuant to Section 242(b)(2) of DGCL. A copy of the proposed amendment (the “Section 242(b)(2) Amendment”) to the charter is attached to this Proxy Statement in Annex B.

The purpose of the Section 242(b)(2) Amendment Proposal is to provide the Company with the flexibility to pursue or consummate the Business Combination without the need to obtain class-specific stockholder approvals. This may prevent us from incurring a delay in consummating Business Combination. Our Board has determined that it would be in the Company’s Boardbest interests and in the best interests of our stockholders to serve forallow the ensuing two-year periodnumber of authorized shares of common stock or untilpreferred stock to be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a successor is elected and qualified or their earlier resignation or removal. The board has nominated Messrs. Karti, Roche, Thaure and Aguero for election as Class I directors. The biographiesmajority of Messrs. Karti, Roche, Thaure and Aguero are set forth below.the outstanding shares of capital stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Unless authority is withheld or the shares are subject to a broker non-vote, the proxies solicited by the Board will be voted “FOR” the electionapproval of the foregoing nominees. In caseSection 242(b)(2) Amendment Proposal.

If the Section 242(b)(2) Amendment Proposal is Not Approved

If the Section 242(b)(2) Amendment Proposal is not approved by the stockholders, the approval of the holders of the outstanding shares of a class of stock of the Company, voting as a separate class, will continue to be required to increase or decrease the number of authorized shares of any director nominee becomes unavailable for electionsuch class, regardless of how few shares of such class of stock may be outstanding relative to the aggregate shares of capital stock of the Company as may then be outstanding. Our Board an event thatmay determine, if the Section 242(b)(2) Amendment Proposal is not anticipated,approved, not to implement the persons namedExtension even if the Extension Amendment Proposal is approved.

Redemption Rights

Pursuant to our charter, public stockholders may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Section 242(b)(2) Amendment Proposal. In connection with the Section 242(b)(2) Amendment Proposal and contingent upon the effectiveness of the implementation of the Section 242(b)(2) Amendment, any stockholder holding public shares may demand that we redeem such shares for a full pro rata portion of the trust account, calculated as proxies, or their substitutes,of two business days prior to the Meeting. If a holder properly seeks redemption as described herein, we will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Meeting.

Approval of the Extension Amendment Proposal is a condition to approval of the Section 242(b)(2) Amendment Proposal. If the Extension Amendment Proposal is approved, and the Extension is implemented, public stockholders will have full discretion and authoritythe right to vote or refrain from voting in accordance withelect to redeem their judgment.shares. See “The Extension Amendment Proposal — Redemption Rights” for more information.

Vote Required for Approval

The electionapproval of the nomineesSection 242(b)(2) Amendment Proposal requires the affirmative vote of a pluralitymajority of the issued and outstanding shares of the Company’s common stock, represented in person (including virtually) or by proxy at the Meeting and entitled to vote thereon. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Any shares not voted “FOR” any director nominee (whethervoting together as a resultsingle class, the affirmative vote of an abstention,the holders of a direction to withhold authority ormajority of the shares of Class B common stock outstanding, voting separately as a broker non-vote) will not be counted insingle class, and the nominee’s favor.affirmative vote of the holders of a majority of the shares of Class A common stock outstanding, voting separately as a single class.

Recommendation of the Board

Our Board unanimously recommends that our stockholders vote “FOR” the election of eachapproval of the director nominees.Section 242(b)(2) Amendment Proposal.

Information About Executive Officers, Directors and Nominees

If the proposed nominees are elected, the Company’s directors and executive officers will be as follows:

The experience of our directors and executive officers is as follows:

Karim Karti has served as Chairman of our Board since December 2020. Mr. Karti has also been a director of Rockley Photonics (NYSE: RKLY) since August 2021. Mr. Karti began serving as Chief Executive Officer of SchemaView, Inc., which operates as RapidAI, in January 2022 and has been a director of Rockley Photonics (NYSE: RKLY) since August 2021. Mr. Karti is a highly experienced healthcare executive. He was the Chief Operating Officer of iRhythm Technologies, Inc. (Nasdaq: IRTC), a digital healthcare company, from July 2018 until March 2020, and was instrumental in launching new products and developing alliances with leading industry participants, including Verily Life Sciences, LLC, a subsidiary of Alphabet Inc. Mr. Karti previously was an officer of General Electric Company (NYSE: GE) (“GE”), where he worked for 22 years and most recently served as President and Chief Executive Officer of the GE Healthcare Imaging division from 2016 to 2018. He also served as Chief Marketing Officer for the GE Healthcare division from 2012 to 2015, as well as the President and Chief Executive Officer of GE Healthcare Emerging Markets and GE Healthcare Korea from 2009 to 2012. Mr. Karti initially was a member of the corporate audit and M&A teams at GE from 1996 to 2000, and started his career with The Procter & Gamble Company (NYSE: PG) in Brand Management in 1993. He has served on the board of directors of Braid Health, Inc. since February 2021. He received his undergraduate degree from Ecole Centrale de Lyon and completed the entrepreneurship program at Ecole Superieure de Commerce de Lyon in 1992. Our Board has determined that Mr. Karti’s significant experience as a public company healthcare executive qualifies him to serve as a member of our Board.

Christopher C. Dewey has served as our Chief Executive Officer and director since September 2020. He has significant experience with medical devices and has been a Managing Director of Ceros since 2019. Mr. Dewey was a founding board member of MAKO Surgical Corp. (“MAKO”), a transformational robotic surgical company, where he served on the board from its founding in 2004 until its $1.65 billion sale to Stryker Corporation in 2013 and held positions on the audit and compensation committees. He has been a founding investor and/or board member of many medical technology startups, including: Auris Surgical Robotics, Inc. (board member from 2012 to 2014), PROCEPT BioRobotics Corp., ShockWave Medical, Inc. (Nasdaq: SWAV) (board member from 2011 to 2014), OrthoSensor, Inc. (board member from 2009 to 2014 and 2019 until the sale of the company to Stryker Corporation in 2020), DermaSensor, Inc. (board member from 2011 to present), Heru, Inc. (board observer from 2019 to present), Cephea Valve Technologies, Inc. (board member from 2013 to 2019), GI Windows Corp., HistoSonics, Inc., Magic Leap, Inc., Memic Innovative Surgery, Inc. (advisor to the board from 2017 to 2021), MIVI Neuroscience, Inc. (board member from 2018 to present), Potrero Medical, Inc., Pristine Surgical, LLC, TriFlo Cardiovascular Inc. (board member from 2019 to present), and Obvius Robotics, Inc. since March 2021. From 1966 to 1979, Mr. Dewey was a Founder and President of The Cannon Group, Inc. (i.e., Cannon Films), which was the one of the first independent film companies to finance, produce and distribute motion pictures worldwide. He also has had a successful career on Wall Street serving as Executive Vice President and Head of High Yield Sales at Jefferies & Co. from 1994 until 2007, and subsequently was Vice Chairman of National Securities Corp. from 2007 until 2011. Mr. Dewey was a Partner and Institutional Sales Manager in High Yield Fixed Income at Bear, Stearns & Co. from 1980 to 1990, and Managing Partner of Scully Brothers & Foss/The Marion Group, L.P. until 1994. He holds an MBA from The Wharton Graduate School of Business. Our Board has determined that Mr. Dewey’s experience as director of medical technology companies, including public company experience, qualifies him to serve as a member of our Board.

David J. Matlin has served as our Chief Financial Officer and director since September 2020. Mr. Matlin was also the co-founder and Chief Executive Officer of MatlinPatterson Global Advisers LLC (“MatlinPatterson”), a distressed securities investment manager, which he co-founded in July 2002, through 2021. Mr. Matlin was also Chief Executive Officer of MatlinPatterson Asset Management L.P. and its operating joint venture affiliates that managed non-distressed credit strategies, from 2015 to 2018. Prior to forming MatlinPatterson, Mr. Matlin was a Managing Director at Credit Suisse, and headed their Global Distressed Securities Group upon its inception in 1994. Mr. Matlin was also a Managing Director and a founding partner of Merrion Group, L.P., an investment advisory firm, from 1988 to 1994. He began his career as a securities analyst at Halcyon Investments from 1986 to 1988. Mr. Matlin also serves on the board of directors of US Well Services Inc. (Nasdaq: USWS) (formerly Matlin & Partners Acquisition Corporation) and was Chief Executive Officer and Chairman of the company prior to its business combination with US Well Services LLC. He also serves on the boards of directors of Dermasensor, Inc. and Pristine Surgical LLC, which are medical device manufacturers. Mr. Matlin has served on the board of directors of Clene, Inc. (Nasdaq: CLNN), a biopharmaceutical manufacturer, since December 2020, and has served as the Chairman of its Board of Directors since May 2021. Since 2020, he has served on the board of Traffk, LLC, an insurance-based data analytics company, and since July 2021, he has served on the board of Empyrean Neuroscience, a biotechnology company. Previously, he served on the board of directors of Flagstar Bank FSB, a federally charted savings bank, and Flagstar Bancorp, Inc. (NYSE: FBC), a savings and loan holding company from 2009 to May 2021, CalAtlantic Group, Inc. (NYSE: CAA), a U.S. homebuilder, from 2009 to 2018, Global Aviation Holdings, Inc., an air charter company, from 2006 to 2012, and Huntsman Corporation (NYSE: HUN), a U.S. chemicals manufacturer, between 2005 and 2007 and Orthosensor, Inc. until the sale of the company to Stryker Corporation in December 2020. Mr. Matlin holds a JD degree from the Law School of the University of California at Los Angeles and a BS in Economics from the Wharton School of the University of Pennsylvania. Our Board has determined that Mr. Matlin’s significant public company board experience qualifies him to serve as a member of our Board.

Robert H. Weiss has served as our Chief Administrative Officer and Secretary since September 2020. Mr. Weiss was General Counsel and a Partner of MatlinPatterson Global Advisers LLC and its affiliates from 2002 until 2020. Prior to joining MatlinPatterson in 2002, Mr. Weiss was a Managing Director at Deutsche Asset Management, where he was responsible for hedge fund and fund-of-funds administration, accounting, and product-related legal and compliance functions from 1996 to 2002. From 1991 to 1996, Mr. Weiss was General Counsel to Moore Capital Management, Inc. and Senior Vice President within the futures and managed futures business of Lehman Brothers from 1989 to 1991, as well as Associate General Counsel from 1986 to 1989. Mr. Weiss began his career in the legal department of futures commission merchant Johnson Matthey & Wallace, Inc. in 1983. Mr. Weiss holds a JD degree from Hofstra Law School and an AB cum laude in Political Science from Vassar College.

Martin W. Roche, MD has served as our director since December 2020. He is a practicing orthopedic surgeon specializing in robotic and sensor assisted knee surgery at Holy-Cross Hospital in Fort Lauderdale, Florida since 1996, and is Director of Arthroplasty for the “Hospital for Special Surgery Florida”. He serves as a member of the American and European Knee Society. Dr. Roche was the designing surgeon and performed the first robotic assisted Makoplasty partial and total knee arthroplasty. He has published and lectured extensively in the field of orthopedics and holds over 100 patents focused on medical technology. He was the founder of OrthoSensor, Inc. and served as its Chief Medical Officer and director from 2008 until the sale of the company to Stryker Corporation in December 2020. He is a consultant to Stryker Orthopedics and Pristine Surgical, LLC. He received his MD in Biology from University College Cork in Ireland, and completed his Orthopedic Residency at Jackson Memorial Hospital in Miami, Florida. Our Board has determined that Dr. Roche’s expertise in the medical technology field and director experience qualifies him to serve as a member of our Board.

Thierry Thaure has served as our director since March 2021. Mr. Thaure has over 35 years of experience in medical device technology as an entrepreneur, senior executive and director. Since 2019, Mr. Thaure has been Chief Executive Officer and a Director of Triflo Cardiovascular, Inc., a company that is developing a technology for the treatment of tricuspid regurgitation. From 2012 to 2019, he was co-Founder and Chief Executive Officer of Cephea Valve Technologies, Inc., a company that developed a percutaneous mitral valve replacement technology and was purchased by Abbott Laboratories in 2019. Previously, he served as Chief Executive Officer from 2004 to 2011 of EndoGastric Solutions, Inc., a medical technology company that develops incisionless transoral procedures for the treatment of GERD, Senior Vice President and General Manager from 2001 to 2004 of Accuray, Inc. (Nasdaq: ARAY), a leader in radiosurgery which he helped take public, and was founding Vice President of Sales & Marketing from 1997 to 2001 at Intuitive Surgical, Inc. (Nasdaq: ISRG), a medical robotics company designing products to improve clinical outcomes of patients through minimally invasive surgery. Prior to that, Mr. Thaure held engineering, marketing and business development roles at Guidant Corp. and American Hospital Supply Corp. in their cardiovascular divisions. During his career, Mr. Thaure has served as board member for several public and private companies, including Pulse Biosciences, Inc. (Nasdaq: PLSE) from 2015 to 2017, where he served on its Compensation and Governance Committees, and was Chairman of its Audit Committee. He also served on the following private company boards: Mauna Kea Technologies Inc. from 2001 to 2012, Aquyre Bioscience Inc. since 2019, and FlexDex Inc from 2019 to 2020 and has served on the board of GT Metabolic Solutions, Inc. since May 2020. Mr. Thaure holds a B.S. in Chemistry and Biomedical Engineering from Duke University and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University. Our Board has determined that Mr. Thaure’s experience as a director of medical technology companies, including public company experience, qualifies him to serve as a member of our Board.

Manuel Aguero has served as our director since April 2021. Mr. Aguero has over 38 years of experience in the healthcare industry, including seven years at Johnson & Johnson’s Surgikos division (1984 to 1990) where he held positions of increasing responsibility including sales, marketing, and management, rising from a territorial sales position to becoming Director of Sales Training. Mr. Aguero co-founded and has been President of QMed Corporation, a medical device distribution company since its inception in 1990. He also has served on the board of its affiliate, Phoenix Healthcare Solutions, a leading medical manufacturing company, since 2012. Mr. Aguero was an early stage investor and has served on the board of directors of Veterans Healthcare Supply Solutions since 2011. He also served on the board of Orthosensor Inc., a leader in orthopedic sensor technologies, from 2010 until its sale to Stryker in 2020. Mr. Aguero graduated with Honors from The University of Florida with a BSBA in Business Finance. Our Board has determined that Mr. Aguero’s experience as a director of medical technology companies qualifies him to serve as a member of our Board.

David A. Treadwell has served as our director since April 2021. Mr. Treadwell has been a director of Visteon, an automotive supplier focused on cockpit electronics, since August 2012. He has also served on the boards of Flagstar Bank, Inc. (NYSE: FBC), a $27 billion regional bank, since 2009 and U.S. Well Services, Inc. (Nasdaq: USWS) (formerly known as Matlin & Partners Acquisition Corporation prior to its merger with U.S. Well Services LLC), a high-pressure hydraulic fracturing supplier, since 2018. Mr. Treadwell also serves as Chairman of Tweddle Group, a provider of automotive owner manuals/information, since September 2018; and Chairman of AGY, LLC, a producer of high-tech glass fiber for a variety of global applications, since July 2013. Mr. Treadwell has served on the boards of several other public and private companies. Mr. Treadwell served as President and Chief Executive Officer of EP Management Corporation, formerly known as EaglePicher Corporation, a diversified industrial group, from August 2006 to September 2011. Mr. Treadwell was EaglePicher’s Chief Operating Officer from June 2005 to July 2006. EaglePicher Corporation included EP Medical Batteries, which developed and supplied implantable medical batteries. Prior to that, he served as Oxford Automotive’s Chief Executive Officer from 2004 to 2005. Mr. Treadwell graduated from University of Michigan in 1976 with high honors, BBA in Business. Our Board has determined that Mr. Treadwell’s public company board experience qualifies him to serve as a member of our Board.

Corporate Governance Matters

Number and Terms of Office of Officers and Directors

Our Board consists of seven members and is divided into two classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Messrs. Karti, Roche, Thaure and Aguero will expire at the Meeting. The term of office of the second class of directors, consisting of Messrs.  Matlin, Treadwell and Dewey, will expire at the second annual meeting of stockholders.

Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint officers set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the Board.

Committees of the Board of Directors

Our Board has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that complies with Nasdaq rules, has been approved by our Board and has the composition and responsibilities described below.

Audit CommitteeTHE FOUNDER SHARE AMENDMENT PROPOSAL

We have established an audit committee of the Board. Messrs. Thaure, Karti and Aguero serve as members of our audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Thaure, Karti, and Aguero meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our Board has determined that Mr. Thaure qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

Audit Committee Report*Overview

The Audit Committee assistsCompany is proposing to amend its charter to enable the Board with its oversight responsibilities regardingholder of Class B common stock to convert such shares into Class A common stock on a one-for-one basis at any time prior to the Company’s financial reporting process. The Company’s managementclosing of a Business Combination at the option of a holder of Class B common stock, given it is responsiblenecessary to allow for the preparation, presentationFounder Conversion and integrity ofassist the Company’s financial statements and the reporting process, including the Company’s accounting policies, internal control over financial reporting and disclosure controls and procedures. WithumSmith+Brown, PC, the Company’s independent registered public accounting firm, is responsible for performing an audit of the Company’s financial statements.

We have reviewed and discussed with management and WithumSmith+Brown, PC the Company’s audited financial statements. We discussed with WithumSmith+Brown, PC the overall scope and plans of their audit. We met with WithumSmith+Brown, PC, with and without management present, to discuss the results of its examinations, its evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

With regard to the fiscal year ended December 31, 2021, the Audit Committee (i) reviewed and discussed with management the Company’s audited financial statements as of December 31, 2021, and for the year then ended; (ii) discussed with WithumSmith+Brown, PC the matters required by Public Company Accounting Oversight Board (PCAOB) and the SEC; (iii) received the written disclosures and the letter from WithumSmith+Brown, PC required byin meeting applicable continued listing requirements of the PCAOB regarding WithumSmith+Brown, PC’s communicationsNasdaq Stock Market LLC following any stockholder redemptions in connection with the Audit Committee regarding independence; and (iv) discussed with WithumSmith+Brown, PC on their independence.

Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the SEC.

Ivan Delevic (Chair)**

Karim Karti

Manuel Aguero

Compensation Committee

We have established a compensation committee of the Board. Mr. Roche and Mr. Aguero serve as members of our compensation committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Mr. Aguero chairs the compensation committee.

We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

Notwithstanding the foregoing, other than the amount payable to our Sponsor of $10,000 per month for office space, utilities and secretarial and administrative support, reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of the Business Combination. Accordingly, itA copy of the proposed amendment to the charter is likely that priorattached to this Proxy Statement in Annex C.

Unless authority is withheld or the shares are subject to a broker non-vote, the proxies solicited by the Board will be voted “FOR” the approval of the Founder Share Amendment Proposal.

If the Founder Share Amendment Proposal is Not Approved

If the Founder Share Amendment Proposal is not approved and the Founder Conversion is not permitted, we may not be able to meet applicable continued listing requirements of the Nasdaq Stock Market LLC following any stockholder redemptions in connection with the Extension or the consummation of the Business Combination, even if the compensation committee will only be responsibleExtension Amendment Proposal is approved and the Extension is implemented. Our Board may determine, if the Founder Share Amendment Proposal is not approved, not to implement the Extension even if the Extension Amendment Proposal is approved.

Vote Required for the review and recommendation of any compensation arrangements to be entered into in connection with such Business Combination.Approval

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the adviceaffirmative vote of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversightholders of at least 65% of the workCompany’s outstanding shares of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee considers the independence of each such adviser,common stock, including the factors required by the Nasdaq and the SEC.

Director Nominations

We do not haveFounder Shares, voting as a standing nominating committee though we intend to form a corporate governance and nominating committee as and whensingle class, is required to do so by law or Nasdaq rules. In accordance with Rule 5605 ofapprove the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Board. The Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Messrs. Karti, Roche and Aguero. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.Founder Share Amendment Proposal.

The Sponsor and all of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Founder Share Amendment Proposal. On the record date, the Sponsor owned and was entitled to vote an aggregate of 6,250,000 Founder Shares, representing approximately 76.2% of the Company’s issued and outstanding shares of common stock. Accordingly, the Sponsor will be able to approve the Founder Share Amendment Proposal, even if no public shares are voted in favor of such proposals.

Recommendation of the Board

Our Board also consider director candidates recommended for nomination byunanimously recommends that our stockholders during such times as they are seeking proposed nominees to stand for election atvote “FOR” the next annual meetingapproval of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our Board should follow the procedures set forth in our bylaws.Founder Share Amendment Proposal.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifyingThe existence of financial and evaluating nominees for director, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the bestpersonal interests of our stockholders.

Codedirectors and officers may result in a conflict of Ethics

We have adopted a Codeinterest on the part of Ethics applicable to our directors, officers and employees. You are able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copyone or more of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2021, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

Audit Fees

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by WithumSmith+Brown, PC in connection with regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for professional services rendered for the audit of our annual financial statements, review of the financial information included in our required filings with the SEC for the year ended December 31, 2021 totaled $153,985 and for the period from September 11, 2020 (inception) through December 31, 2020 totaled $77,765. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. The aggregate fees paid for these services total $0. We did not pay WithumSmith+Brown, PC for consultations concerning financial accounting and reporting standards during the years ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020.

Tax Fees

We paid WithumSmith+Brown, PC $5,665 and $5,870 for the preparation of tax returns for the year ended December 31, 2021 and for the period from September 21, 2020 (inception) through December 31, 2020, respectively.

All Other Fees

We did not pay WithumSmith+Brown, PC for other services for the years ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020.

Pre-Approval Policy

Our audit committee was formed upon the effectiveness of the registration statement for our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Executive Officer and Director Compensation

None of our officers has received any cash compensation for services rendered to us. We accrue $10,000 per month for office space, utilities and secretarial and administrative support payable to our Sponsor. Upon completion of our Business Combination or our liquidation, we will cease paying these monthly fees. Other than as set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our officers and directors or their respective affiliates prior to,officers between what he, she or in connection with any services rendered in order to effectuate, the consummation of our Business Combination (regardless of the type of transaction that it is). However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We do not have a policy that prohibits our Sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to the Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating the Business Combination.

After the completion of our Business Combination, directors or members of our management team who remain with usthey may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer documents furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of our management. Itbelieve is unlikely the amount of such compensation will be known at the time of the Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our Business Combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

On September 11, 2020, the Sponsor purchased 5,750,000 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 of the IPO, 75,000 shares of Class B common stock were forfeited, and no shares remain subject to forfeiture.

Our Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $7,400,000 in a private placement that occurred simultaneously with the closing of our IPO. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our Business Combination.

On December 30, 2021, the Company issued an unsecured promissory note to the Sponsor (the “2021 Promissory Note”), 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 the 2021 Promissory Note if the Business Combination is not consummated on or before December 22, 2022. As of June 30, 2022, there was $544,000 outstanding under the 2021 Promissory Note.

On January 28, 2022, the Company issued an unsecured promissory note to the Sponsor (the “2022 Promissory Note”) in principal amount of up to $400,000. The 2022 Promissory Note is non-interest bearing. No amount shall be due under the 2022 Promissory Note if the Business Combination is not consummated on or before December 22, 2022. As of June 30, 2022, there was $400,000 outstanding under the 2022 Promissory Note.

In order to finance transaction costs in connection with the 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 the 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 the 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 the 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. On May 24, 2022, the Company issued a promissory note in the principal amount of up to $1,500,000 to the Sponsor for working capital requirements and payment of certain expenses in connection the Company’s Business Combination (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and payable on the earlier of (i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one share of Class A common stock of the Company (the “Conversion Warrants”), equal to: (x) the portion of the principal amount of this Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The Conversion Warrants and their underlying securities are entitled to certain demand and piggyback registration rights as set forth in the Convertible Promissory Note. As of June 30, 2022 and December 31, 2021, the Company had $500,000 and $0 borrowings under the Working Capital Loans. The Convertible Promissory Note was valued using the fair value method. There was no change in the fair value of the Convertible Promissory Note for the three and six months ended June 30, 2022.

We currently utilize office space at 48 Maple Avenue, Greenwich, CT 06830 from our Sponsor. We pay our Sponsor $10,000 per month for office space, administrative and shared personnel support services provided to members of our management team. Upon completion of our Business Combination or our liquidation, we will cease paying these monthly fees.

Except as otherwise disclosed in this Proxy Statement, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our Business Combination will be made using funds held outside the Trust Account.

We have entered into a registration rights agreement with respect to the Founder Shares and Private Placement Warrants.

Policy for Approval of Related Party Transactions

The audit committee of our Board has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the companyCompany and its stockholders and (v)what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the effectproposals. See the section entitled “The Extension Amendment Proposal — Interests of the Sponsor, Directors and Officers” for a further discussion.

THE REDEMPTION LIMITATION AMENDMENT PROPOSAL

Overview

The Company is proposing to amend its charter to eliminate the requirement that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transactionCompany has at least $5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under the guidelinesExchange Act) following redemptions in connection with this Meeting or a Business Combination.

Without the Redemption Limitation Amendment, the Company may not be able to implement the Extension Amendment if following redemptions in connection with the Meeting the Company would not have at least $5,000,001 in tangible net assets. If that were to occur and the Company does not consummate the TriSalus Business Combination by June 22, 2023, the Company would be forced to liquidate.

The purpose of the Redemption Limitation requirements was to ensure that the Company would not be subject to the “penny stock” rules of the SEC as long as it met the Redemption Limitation requirement, and therefore not be deemed a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and the Company believes that it can rely on another exclusion, which relates to it being listed on Nasdaq (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, the Company intends to rely on the exclusion from the penny stock rules set forth in Rule 3a51-1(a)(2) as a result of its securities being listed on Nasdaq.

As disclosed in our initial public offering prospectus, the policy.Company is a blank check company formed for the purpose of effecting a Business Combination. Under Rule 419 of the Securities Act, the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that the term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including the NTA Rule and the Exchange Rule. Historically SPACs have relied upon the NTA Rule to avoid being deemed a penny stock issuer. The policy doesinclusion of the Redemption Limitation requirements in our charter was to ensure that through the consummation of a Business Combination, the Company would not permit any directorbe considered a penny stock issuer and therefore a blank check company if no other exemption from the rule was available.

The Exchange Rule excludes from the definition of “penny stock” a security that is registered, or executive officer to participateapproved for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed the criteria in the discussionrule. The Company’s securities are listed on Nasdaq and have been since the consummation of its initial public offering. The Company believes that Nasdaq has initial listing standards that meet the criteria identified in the Exchange Rule and that it can therefore rely on this rule to avoid being treated as a penny stock. Therefore, the inclusion of the Redemption Limitation in the charter is unnecessary.

Reasons for the Redemption Limitation Amendment Proposal

Stockholders are being asked to adopt the proposed Redemption Limitation Amendment Proposal which, in the judgment of the Board, may facilitate the consummation of a Business Combination. The charter limits the Company’s ability to consummate a Business Combination, or decision concerning,to redeem the public shares in connection with a related person transactionBusiness Combination, if it would cause the Company to have less than $5,000,001 in net tangible assets. The purpose of such limitation was initially to ensure that the public shares were not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act in the event that such public shares failed to be listed on an approved national securities exchange. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption in connection with the Extension Amendment such that following such redemptions, the Company’s net tangible assets would be less than $5,000,001, the Redemption Limitation in the charter would prevent the Company from being able to implement the Extension Amendment. If that were to occur, the Company would be forced to liquidate on June 22, 2023.

Additionally, if the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption in connection with consummation of the TriSalus Business Combination, the Redemption Limitation in the charter would prevent the Company from being able to consummate the TriSalus Business Combination even if all other conditions to closing are met.

If the Redemption Limitation Proposal is Not Approved

If the Redemption Limitation Amendment Proposal is not approved, we will not redeem public shares to the extent that accepting all properly submitted redemption requests would exceed the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Extension Amendment and we will not redeem any public shares. In such case, public shares which a public stockholder elects to redeem but which are not redeemed shall be returned to such public stockholder or such public stockholder’s account and such public stockholder will retain the right to have their public shares redeemed for cash if the Company has not completed the TriSalus Business Combination by June 22, 2023.

If the Redemption Limitation Proposal is Approved

If the Redemption Limitation Amendment Proposal is approved (and the Extension Amendment Proposal is also approved), the Company shall procure that all filings required to be made with the Delaware Secretary of State in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are made and, assuming the Extension Amendment Proposal is approved, redeem public shares as necessary, irrespective of whether such redemptions exceed the Redemption Limitation.

Redemption Rights

Pursuant to our charter, public stockholders may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Redemption Limitation Amendment Proposal. In connection with the Redemption Limitation Amendment Proposal and contingent upon the effectiveness of the implementation of the Redemption Limitation Amendment, any stockholder holding public shares may demand that we redeem such shares for a full pro rata portion of the trust account, calculated as of two business days prior to the Meeting. If a holder properly seeks redemption as described herein, we will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Meeting.

Approval of the Extension Amendment Proposal is a condition to approval of the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal is approved, and the Extension is implemented, public stockholders will have the right to elect to redeem their shares. See “The Extension Amendment Proposal — Redemption Rights” for more information.

Vote Required for Approval

The affirmative vote of holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares, voting as a single class, is required to approve the Redemption Limitation Amendment Proposal.

The Sponsor and all of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Redemption Limitation Amendment Proposal. On the record date, the Sponsor owned and was entitled to vote an aggregate of 6,250,000 Founder Shares, representing approximately 76.2% of the Company’s issued and outstanding shares of common stock. Accordingly, the Sponsor will be able to approve the Redemption Limitation Amendment Proposal, even if no public shares are voted in favor of such proposals.

Recommendation of the Board

Our Board unanimously recommends that our stockholders vote “FOR” the approval of the Redemption Limitation Amendment Proposal.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the related party.proposals. See the section entitled “The Extension Amendment Proposal — Interests of the Sponsor, Directors and Officers” for a further discussion.

THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals. In no event will our Board adjourn the Meeting beyond DecemberJune 22, 2022.2023.

Consequences if theIf Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals.

Vote Required for Approval

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders represented in person or by proxy at the Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Recommendation of the Board

Our Board unanimously recommends that our stockholders vote “FOR” the approval of the Adjournment Proposal.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain United States federal income tax considerations for holders of our Class A common stock with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, the regulations promulgated by the Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to as the “IRS”, and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations (including private foundations)) and investors that will hold Class A common stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes, investors subject to the applicable financial statement accounting rules of Section 451(b) of the Code, investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of the Class A common stock of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this summary is limited to investors that hold our Class A common stock as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A common stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

WE URGE HOLDERS OF OUR CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Holders

This section is addressed to U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its Class A common stock of the Company and is:

Redemption of Class A Common Stock

In the event that a U.S. Holder’s Class A common stock of the Company is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A common stock under Section 302 of the Code. Whether the redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares both before and after the redemption. The redemption of Class A common stock generally will be treated as a sale of the Class A common stock (rather than as a distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Class A common stock must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock. The redemption of the Class A common stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described below under “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions.”

U.S. Holders of our Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their Class A common stock of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale

If the redemption qualifies as a sale of Class A common stock, a U.S. Holder must treat any gain or loss recognized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A common stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i) the amount of cash received in such redemption (or, if the Class A common stock is held as part of a unit at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A common stock based upon the then fair market values of the Class A common stock and one-third of one warrant included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its Class A common stock so redeemed. A U.S. Holder’s adjusted tax basis in its Class A common stock generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of Class A common stock or the U.S. Holder’s initial basis for Class A common stock received upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.

Taxation of Distributions

If the redemption does not qualify as a sale of Class A common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A common stock and will be treated as described under “U.S. Federal Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale”. Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a reduced rate.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its Class A common stock of the Company and is not a U.S. Holder.

Redemption of Class A Common Stock

The characterization for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A common stock generally will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s Class A common stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders”.

Non-U.S. Holders of our Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their Class A common stock of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale

If the redemption qualifies as a sale of Class A common stock, a Non-U.S. Holder generally will not be subject to United States federal income or withholding tax in respect of gain recognized on a sale of its Class A common stock of the Company, unless:

Taxation of Distributions

If the redemption does not qualify as a sale of Class A common stock, the Non-U.S. Holder will be treated as receiving a distribution. In general, any distributions we make to a Non-U.S. Holder of shares of our Class A common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Class A common stock, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock”. Dividends we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements. Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal.

THE SPECIAL MEETING

Overview

Date, Time and Place.    The Meeting of the Company’s stockholders will be held at 10:00 a.m. Eastern Time on [●], 20222023 as a virtual meeting. You will be able to attend, vote your shares and submit questions during the Meeting via a live webcast available at [●].https://www.cstproxy.com/medtechacquisition/2023. The Meeting will be held virtually over the internet by means of a live audio webcast. Only stockholders who own shares of our common stock as of the close of business on the record date will be entitled to attend the Meeting.

To register for the Meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.

If your shares are registered in your name with our transfer agent and you wish to attend the online-only virtual meeting, go to [●],https://www.cstproxy.com/medtechacquisition/2023, enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the Meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer agent a beneficial holder will receive an e-mail prior to the Meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer agent at least five business days prior to the Meeting date.

Quorum.    A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the record date issued and outstanding and entitled to vote at the Meeting, present in person or represented by proxy, constitute a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the Meeting has power to adjourn the Meeting. As of the record date for the Meeting, 15,625,0014,101,712 shares of our common stock would be required to achieve a quorum.

Voting Power; Record Date.    You will be entitled to vote or direct votes to be cast at the Meeting, if you owned the Company’s common stock at the close of business on October 24, 2022,April 28, 2023, the record date for the Meeting. You will have one vote per proposal for each share of the Company’s common stock you owned at that time. The Company’s warrants do not carry voting rights.

Required Vote

Extension Amendment Proposal.    Approval of the Extension Amendment Proposal will require the affirmative vote of holders of at least 65% of the Company’s common stock outstanding on the record date, including the Founder Shares. If you do not vote or you abstain from voting on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.

Director ElectionSection 242(b)(2) Amendment Proposal.   The electionApproval of the nominees in the Director ElectionSection 242(b)(2) Amendment Proposal requireswill require the affirmative vote of a pluralitymajority of the issued and outstanding shares of the Company’s common stock, represented in person (including virtually) or by proxy at the Meeting and entitled to vote thereon. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Any shares not voted “FOR” any director nominee (whethervoting together as a resultsingle class, the affirmative vote of the holders of a majority of the shares of Class B common stock outstanding, voting separately as a single class, and the affirmative vote of the holders of a majority of the shares of Class A common stock outstanding, voting separately as a single class. If you do not vote or you abstain from voting on this proposal, your action will have the same effect as an abstention,“AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.

Founder Share Amendment Proposal.   Approval of the Founder Share Amendment Proposal will require the affirmative vote of holders of at least 65% of the issued and outstanding shares of common stock, including the Founder Shares, voting together as a direction to withhold authoritysingle class. If you do not vote or a broker non-vote)you abstain from voting on this proposal, your action will not be counted inhave the nominee’s favor.same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.

Redemption Limitation Amendment Proposal.   Approval of the Redemption Limitation Amendment Proposal will require the affirmative vote of holders of at least 65% of the issued and outstanding shares of common stock, including the Founder Shares, voting together as a single class. If you do not vote or you abstain from voting on this proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.

Adjournment Proposal.    Approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the votes cast by stockholders, represented in person (including virtually) or by proxy at the Meeting and entitled to vote thereon. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the Meeting will have no effect on the outcome of any vote on the Adjournment Proposal.

Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. If you do not want the Adjournment Proposal approved, you must vote “AGAINST” the Adjournment Proposal.

At the close of business on the record date of the Meeting, there were 25,000,0001,953,422 shares of Class A common stock and 6,250,000 shares of Class B common stock outstanding, each of which entitles its holder to cast one vote per proposal.

Redemption Rights.    If the Extension Amendment Proposal is approved, and the Extension is implemented, each public stockholder may seek to redeem its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. As of the record date, basedBased on funds in the Trust Account of approximately $[●]$20.2 million as of such date,March 31, 2023, the pro rata portion of the funds available in the Trust Account for the redemption of public shares wasis estimated to be approximately $[●] per share (taking into accountat the removaltime of the accruedMeeting (adjusted for interest earned on funds held in the Trust Account not previously released to us to pay our taxes)taxes divided by the number of public shares outstanding on the date of determination). Holders of public shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any stockholder vote to approve a proposed business combination,the TriSalus Business Combination, or if the Company has not consummated the TriSalus Business Combination by the Extended Date. See “The Extension Amendment Proposal — Redemption Rights.”

Appraisal Rights.    Our stockholders do not have appraisal rights in connection with any of the proposals under the DGCL.

Proxies; Board Solicitation; Proxy Solicitor.    Your proxy is being solicited by the Board on the proposals being presented to stockholders at the Meeting. The Company has engaged Morrow Sodali to assist in the solicitation of proxies for the Meeting. No recommendation is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Meeting if you are a holder of record of the Company’s common stock. You may contact Morrow Sodali at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
E-mail: MTAC.info@investor.morrowsodali.com

Recommendation of the Board.    After careful consideration, the Board determined unanimously that each of the proposals is fair to and in the best interests of the Company and its stockholders. The Board has approved and declared advisable and unanimously recommends that you vote or give instructions to vote “FOR” each of these proposals.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of the record date based on information obtained from the persons named below, with respect to the beneficial ownership of shares of the Company’s common stock, by:

In the table below, percentage ownership is based on 8,203,422 shares of our common stock, consisting of (i) 1,953,422 shares of our Class A common stock and (ii) 6,250,000 shares of our Class B common stock, issued and outstanding as of the record date.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Unless otherwise indicated, the address for each of the below individuals and entities is c/o MedTech Acquisition Corporation, 48 Maple Avenue, Greenwich, CT 06830.

FUTURE STOCKHOLDER PROPOSALS

For any proposalIf the Extension Amendment Proposal is approved and the Extension is implemented, we anticipate that we will hold another stockholder meeting before the Extended Date to consider and vote upon approval of the TriSalus Business Combination. Accordingly, if we consummate the TriSalus Business Combination, our next annual meeting of stockholders will be held at a future date to be considered for inclusiondetermined by the combined company. If the Extension Amendment Proposal is not approved, or if it is approved but we do not consummate the TriSalus Business Combination before the Extended Date, we will liquidate and dissolve. Accordingly, there will be no annual meeting in our Proxy Statement and form of proxy for submission to the stockholders at the Meeting, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and our bylaws.2023. 

HOUSEHOLDING INFORMATION

Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding”, reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions:

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Meeting, you should contact the Company’s proxy solicitation agent at the following address and telephone number:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
E-mail: MTAC.info@investor.morrowsodali.com

You may also obtain these documents by requesting them via phone or in writing:

MedTech Acquisition Corporation
48 Maple Avenue

Greenwich, CT 06830

(908) 391-1288

If you are a stockholder of the Company and would like to request documents, please do so by[● [●], 2022,2023, in order to receive them before the Meeting.    If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

ANNEX A

PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDTECH ACQUISITION CORPORATION

Pursuant to Section 242 of the
Delaware General Corporation Law

MedTech Acquisition Corporation(the (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 30, 2020, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by JuneSeptember 22, 2023 (or, if the Office of the Delaware Division of Corporations shall not be open for a full business day (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open for a full business day (the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are either MedTech Acquisition Sponsor LLC (the “Sponsor”) or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

IN WITNESS WHEREOF, MedTech Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this __ day of ______, 2023.

ANNEX B

PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDTECH ACQUISITION CORPORATION

Pursuant to Section 242 of the
Delaware General Corporation Law

MedTech Acquisition Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock (the “Common Stock”), including (i) 100,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 10,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”). The number of authorized shares of Class A Common Stock or Preferred Stock, or any series thereof, may be increased or decreased (but not below the number of shares thereof then outstanding plus, if applicable, the number of shares of Class A Common Stock or Preferred Stock or such series, as applicable, reserved for issuance) by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto) and without a separate vote of the holders of the Class A Common Stock or the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock). The holders of Class B Common Stock are entitled to vote as a separate class to increase the authorized number of shares of Class B Common Stock. 

IN WITNESS WHEREOF, MedTech Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this __ day of ______, 2022.2023.

ANNEX C

PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDTECH ACQUISITION CORPORATION

Pursuant to Section 242 of the
Delaware General Corporation Law

MedTech Acquisition Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) automatically upon the closing of the Business Combination or at any time prior to the closing of the Business Combination at the option of the holder of such shares of Class B Common Stock.

Share Issuances. Prior to the consummation of the Corporation’s initial Business Combination, the Corporation shall not issue any additional shares of capital stock of the Corporation that would entitle the holders thereof to receive funds from the Trust Account or vote on any initial Business Combination, on any pre-Business Combination activity or on any amendment to this Article IX, provided that the issuance of any shares of Class A common stock upon conversion of shares of Class B common stock shall not be subject to the foregoing limitation.

IN WITNESS WHEREOF, MedTech Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this __ day of ______, 2023.

ANNEX D

PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDTECH ACQUISITION CORPORATION

Pursuant to Section 242 of the
Delaware General Corporation Law

MedTech Acquisition Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination (irrespective of whether they voted in favor or against the Business Combination) pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) hereof (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.

If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination. 

If the Corporation conducts a tender offer pursuant to Section 9.2(b), the Corporation shall consummate the proposed initial Business Combination only if the Redemption Limitation is not exceeded. 

Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) (i) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, 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 the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares.

IN WITNESS WHEREOF, MedTech Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this __ day of ______, 2023.

PRELIMINARY PROXY CARD — SUBJECT TO COMPLETION

MedTech Acquisition Corporation
48 Maple Avenue
Greenwich, CT 06830

SPECIAL MEETING OF STOCKHOLDERS
[●], 20222023
YOUR VOTE IS IMPORTANT

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [●[●], 20222023

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the notice and Proxy Statement, dated [●], 2022,2023, in connection with the special meeting in lieu of annual meeting of stockholders of MedTech Acquisition Corporation (the “Company”) and at any adjournments thereof (the “Meeting”) to be held at 10:00 a.m. Eastern Time on [●], 20222023 as a virtual meeting for the sole purpose of considering and voting upon the following proposals, and hereby appoints [●]Christopher C. Dewey and [●],David J. Matlin, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the common stock of the Company registered in the name provided, which the undersigned is entitled to vote at the Meeting and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL 1, PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 34 (IF PRESENTED) CONSTITUTING THE EXTENSION AMENDMENT PROPOSAL, THE DIRECTOR ELECTIONSECTION 242(b)(2) AMENDMENT PROPOSAL, THE FOUNDER SHARE AMENDMENT PROPOSAL, AND THE ADJOURNMENT PROPOSAL.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.

(Continued and to be marked, dated and signed on reverse side)
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Stockholders to be held on [●[●], 2022:2023:

The notice of meeting and the accompanying Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 are available at [●].https://www.cstproxy.com/medtechacquisition/2023.

Date: _______________, 20222023

Signature

Signature (if held jointly)

Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVESIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL 1, PROPOSAL 2, PROPOSAL 3, PROPOSAL 4 AND PROPOSAL 35 (IF PRESENTED). THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.