0001104659-23-063407 | S-4/A | XBRL Viewer

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COMMITMENTS AND CONTINGENCIES (Details)	3 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Mar. 31, 2023 USD ($) D $ / shares shares	Dec. 31, 2022 USD ($) D item $ / shares shares	Dec. 17, 2020 item
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item		3	3
Legal fee	$ 508,525	$ 508,525
Investment advisory fee	40,000	400,000
Legal fees upon merger	697,445	479,262
Business combination related costs	$ 40,000,000	$ 40,000,000
Number of trading \| D	30	30
Period of stockholder approval after delivering business combination	25 days	25 days
MTAC Class A Common Stock
COMMITMENTS AND CONTINGENCIES
Number of holdings \| shares	1	1
Business combinations of warrant to purchase	1.00%	0.33%
Raymond James Agreements
COMMITMENTS AND CONTINGENCIES
Deferred underwriting fees upon consummation of business combination	$ 8,750,000	$ 8,750,000
Maximum \| Raymond James Agreements
COMMITMENTS AND CONTINGENCIES
Aggregate fees received	4,500,000	4,500,000
Minimum \| Raymond James Agreements
COMMITMENTS AND CONTINGENCIES
Aggregate fees received	3,000,000	3,000,000
TriSalus
COMMITMENTS AND CONTINGENCIES
Consideration payable	$ 220,000,000	$ 220,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Share price \| $ / shares	$ 10.00	$ 10.00

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Founder Shares - Sponsor - Class B Common Stock		1 Months Ended	3 Months Ended	12 Months Ended
	Sep. 11, 2020 USD ($) shares	Dec. 31, 2020 shares	Mar. 31, 2023 D $ / shares shares	Dec. 31, 2022 D $ / shares shares
RELATED PARTY TRANSACTIONS
Number of shares issued	5,750,000
Aggregate purchase price \| $	$ 25,000
Share dividend		0.1
Aggregate number of shares owned		6,325,000
Restrictions on transfer period of time after business combination completion			1 year	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares			$ 12.00	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			20	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			30	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days	150 days
Over-allotment option
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture			75,000	75,000
Shares no longer subject to forfeiture			0	0

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 625		$ (21,485,011)	$ (21,484,386)
Balance at the beginning (in shares) at Dec. 31, 2020	6,250,000
Increase (Decrease) in Stockholders' Equity
Accretion of shares of Class A common stock to redemption amount				2,093,167
Net (loss) income			4,767,283	4,767,283
Balance at the ending at Dec. 31, 2021	$ 625		(16,717,728)	(16,717,103)
Balance at the ending (in shares) at Dec. 31, 2021	6,250,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income			2,836,725	2,836,725
Balance at the ending at Mar. 31, 2022	$ 625		(13,881,003)	(13,880,378)
Balance at the ending (in shares) at Mar. 31, 2022	6,250,000
Balance at the beginning at Dec. 31, 2021	$ 625		(16,717,728)	(16,717,103)
Balance at the beginning (in shares) at Dec. 31, 2021	6,250,000
Increase (Decrease) in Stockholders' Equity
Investment pursuant to business combination agreement		$ 82,741		82,741
Accretion of shares of Class A common stock to redemption amount		(82,741)	(2,088,562)	(2,171,303)
Net (loss) income			5,539,079	5,539,079
Balance at the ending at Dec. 31, 2022	$ 625		(13,267,211)	(13,266,586)
Balance at the ending (in shares) at Dec. 31, 2022	6,250,000
Increase (Decrease) in Stockholders' Equity
Investment pursuant to business combination agreement		199,633		199,633
Capital Contribution by Sponsor		25,000		25,000
Accretion of shares of Class A common stock to redemption amount		$ (224,633)	(139,693)	(364,326)
Net (loss) income			(448,097)	(448,097)
Balance at the ending at Mar. 31, 2023	$ 625		$ (13,855,001)	$ (13,854,376)
Balance at the ending (in shares) at Mar. 31, 2023	6,250,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 22, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, which was incorporated on November 9, 2022. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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

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

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $136,798 and $153,563 of cash as of March 31, 2023 and December 31, 2022, respectively, and no cash equivalents.

Cash and Investments Held in Trust Account

At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in a demand deposit account held by Continental Stock Transfer & Trust Company. The demand deposit account that accrues interest monthly.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

In connection with the special meeting in lieu of the 2022 annual meeting of stockholders held by the Company on December 12, 2022, stockholders holding 23,046,578 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $232.37 million (approximately $10.08 per Public Share) was removed from the Trust Account to pay such holders approximately $19.70 million remains in the Trust Account. Following redemptions, the Company has 1,953,422 Public Shares outstanding. In addition, a total of $78,137 was deposited into the Trust Account of which 50% was drawn down under the Extension Note and 50% was funded by TriSalus pursuant to the TriSalus Merger Agreement (as described in Note 6).

Accordingly, at March 31, 2023 and December 31, 2022, 1,953,422 and 1,953,422 shares of Class A common stock subject to possible redemption are presented at $10.32 and $10.14 redemption value, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets.

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

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

At March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed consolidated balance sheets is reconciled in the following table:


Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022		19,800,030
Plus:
Accretion of carrying value to redemption value		364,326
Class A common stock subject to possible redemption, March 31, 2023	$	20,164,356

Offering Costs

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

Warrant Liabilities

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

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 6.44% and 0.00% for the three months ended March 31, 2023 and 2022. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to changes in fair value in warrant liability, and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net (Loss) Income per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,266,666 shares of Class A common stock in the aggregate. As of March 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods presented.

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


	For the Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per Share of common stock
Numerator:
Allocation of net (loss) income	$	(106,702)	$	(341,395)	$	2,269,380	$	567,345
Denominator:
Basic and diluted weighted average shares outstanding		1,953,422		6,250,000		25,000,000		6,250,000
Basic and diluted net (loss) income per Share of common stock	$	(0.05)	$	(0.05)	$	0.09	$	0.09

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation’s coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Fair Value of Financial Instruments

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

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

●

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

●

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

●

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

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

Recent Accounting Standards

In August 2020, the FASB issued ASU Topic 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of March 31, 2023.

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, which were formed on November 9, 2022. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $153,563 and $200,884 of cash as of December 31, 2022 and 2021, respectively, and no cash equivalents.

Cash and Investments Held in Trust Account

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

At December 31, 2022, substantially all of the assets held in the Trust Account were held in a demand deposit account held by Continental Stock Transfer & Trust Company. At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The money market funds are presented at fair value within the accompanying consolidated balance sheets, and fair value of the investments in the Trust Account is equal to the amortized cost basis of the money market funds.

Class A Common Stock Subject to Possible Redemption

In connection with the special meeting in lieu of the 2022 annual meeting of stockholders held by the Company on December 12, 2022, stockholders holding 23,046,578 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $232.37 million (approximately $10.08 per Public Share) was removed from the Trust Account to pay such holders and approximately $19.70 million remains in the Trust Account. Following redemptions, the Company has 1,953,422 Public Shares outstanding. $78,137 was deposited into the Trust Account of which 50% was be drawn down under the Extension Note and 50% was funded by TriSalus.

Accordingly, at December 31, 2022 and 2021, 1,953,422 and 25,000,000 shares of Class A common stock subject to possible redemption are presented at $10.14 and $10.00 redemption value, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

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


Class A common stock subject to possible redemption, January 1, 2021	$	250,000,000
Plus:
Accretion of carrying value to redemption value
Class A common stock subject to possible redemption, December 31, 2021		250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022	$	19,800,030

Offering Costs

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

Warrant Liabilities

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.34% and 0% for the years ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net Income per Common Stock

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

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


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	4,369,839	$	1,169,240	$	3,813,826	$	953,457
Denominator:
Basic and diluted weighted average shares outstanding		23,358,326		6,250,000		25,000,000		6,250,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.15	$	0.15

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities (See Note 10).

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

●

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

●

Recent Accounting Standards

1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2022.

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			3 Months Ended		12 Months Ended
	Dec. 12, 2022	Dec. 22, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash			$ 136,798		$ 153,563	$ 200,884
Cash equivalents			$ 0		$ 0	$ 0
Number of public shares held	23,046,578
Amount removed from trust account	$ 232,370,000
Per share removal from trust account	$ 10.08
Remaining amount held in the trust account	$ 19,700,000
Shares outstanding	1,953,422				1,953,422
Deposited into trust account	$ 78,137				$ 78,137
Percent of deposits funded by TriSalus	50.00%				50.00%
Redemption price per share			$ 10.32		$ 10.14
Offering costs			$ 14,161,525
Income tax provision			6.44%	0.00%	9.34%	0.00%
Statutory tax rate			21.00%	21.00%	21.00%	21.00%
Unrecognized tax benefits			$ 0		$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties					$ 0	$ 0
Offering costs		$ 14,161,525
Extension Note
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Percent of deposits drawn down	50.00%				50.00%
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs			$ 13,638,664
Offering costs related to IPO		13,638,664
Class A Common Stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares subject to redemption			1,953,422		1,953,422
Anti-dilutive securities attributable to warrants (in shares)					13,266,666
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares subject to redemption			1,953,422		1,953,422	25,000,000
Redemption price per share					$ 10.14	$ 10.00
Anti-dilutive securities attributable to warrants (in shares)			13,266,666
Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs			$ 514,106
Offering costs		514,106
Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs			$ 8,755
Offering costs		$ 8,755

FAIR VALUE MEASUREMENTS - Changes in the level 3 fair value of warrant liabilities (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income	Change in fair value of warrant liabilities	Change in fair value of warrant liabilities	Change in fair value of warrant liabilities	Change in fair value of warrant liabilities
Transfers in or out of Level 3	$ 0	$ 0	$ 0
Level 3
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Change in fair value				$ 4,333,333
Level 3 \| Warrants Liabilities
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Fair value at beginning of the period	394,667	2,565,333	2,565,333	14,642,666
Change in fair value	(98,667)		(2,170,666)	(7,744,000)
Transfer to level 1				(4,333,333)
Fair value at end of the period	296,000		394,667	2,565,333
Level 3 \| Private Placement Warrants
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Fair value at beginning of the period	394,667	2,565,333	2,565,333	5,476,000
Change in fair value	(98,667)	(1,282,666)	(2,170,666)	(2,910,667)
Fair value at end of the period	$ 296,000	1,282,667	394,667	2,565,333
Level 3 \| Public Warrants
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Fair value at beginning of the period		$ 0	$ 0	9,166,666
Change in fair value				(4,833,333)
Transfer to level 1				(4,333,333)
Fair value at end of the period				$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A common stock subject to possible redemption reflected in the balance sheets reconciled (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A common stock subject to possible redemption , beginning	$ 19,800,030	$ 250,000,000
Redemptions of Class A common stock	(232,371,273)	(232,371,273)	$ (232,371,273)
Accretion of carrying value to redemption value	364,326	2,171,303	(2,093,167)
Extension Deposit			78,136
Class A common stock subject to possible redemption, ending	20,164,356	19,800,030	250,000,000
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A common stock subject to possible redemption , beginning	$ 19,800,030	250,000,000	250,000,000
Redemptions of Class A common stock		(232,371,273)
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, ending		$ 19,800,030	$ 250,000,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

STOCKHOLDERS' DEFICIT - Common Stock (Details)	3 Months Ended	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock (Details)	Mar. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 Vote $ / shares shares	Sep. 30, 2022 shares	Dec. 31, 2021 $ / shares shares
STOCKHOLDERS' DEFICIT
Number of Class A common stock issued upon conversion of each share (in shares)	1
Class A Common Stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized (in shares)	100,000,000	100,000,000		100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, votes per share \| Vote	1	1
Common stock, shares issued (in shares)	0	0		0
Common stock, shares outstanding (in shares)	0	0		0
Number of shares subject to redemption	1,953,422	1,953,422
Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Number of shares subject to redemption	1,953,422	1,953,422		25,000,000
Class B Common Stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized (in shares)	10,000,000	10,000,000		10,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, votes per share \| Vote	1	1
Common stock, shares issued (in shares)	6,250,000	6,250,000		6,250,000
Common stock, shares outstanding (in shares)	6,250,000	6,250,000	6,250,000	6,250,000
Number of Class A common stock issued upon conversion of each share (in shares)		1
Ratio to be applied to the stock in the conversion	20	20

PUBLIC OFFERING (Details) - $ / shares	Dec. 22, 2020	Mar. 31, 2023	Dec. 31, 2022
PUBLIC OFFERING
Purchase price, per unit		$ 10.00	$ 10.00
Warrant in each unit (as percent)	0.33%
Exercise price of warrants	$ 11.50
Number of warrant issued per unit	0.33%
Class A Common Stock
PUBLIC OFFERING
Number of shares issuable per warrant	1
Public Warrants \| Class A Common Stock
PUBLIC OFFERING
Number of shares in a unit	1
Initial Public Offering
PUBLIC OFFERING
Number of units sold	25,000,000
Purchase price, per unit	$ 10.00
Initial Public Offering \| Public Warrants
PUBLIC OFFERING
Exercise price of warrants	$ 11.50
Over-allotment option
PUBLIC OFFERING
Number of units sold	3,000,000
Purchase price, per unit	$ 10.00

FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended		12 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Cash held in the Trust Account	$ 136,798		$ 153,563	$ 200,884
Cash withdrawn of interest income from the Trust Account	0	$ 11,000	905,000	60,000
Proceeds from trust account in connection with redemption	232,371,273		232,371,273	232,371,273
Cash and investments held in Trust Account	$ 20,219,328		19,827,884	250,007,295
Money Market Funds
FAIR VALUE MEASUREMENTS
Cash and investments held in Trust Account				250,007,295
U.S. Treasury Securities
FAIR VALUE MEASUREMENTS
Cash held in the Trust Account			19,827,884
Cash withdrawn of interest income from the Trust Account			905,000	$ 60,000
Proceeds from trust account in connection with redemption			$ 232,371,273

WARRANT LIABILITIES (Details)	3 Months Ended	12 Months Ended
WARRANT LIABILITIES (Details)	Mar. 31, 2023 D item $ / shares	Dec. 31, 2022 D $ / shares shares	Dec. 31, 2021 shares
Warrants
WARRANT LIABILITIES
Maximum period after business combination in which to file registration statement	15 days	15 days
Period of time within which registration statement is expected to become effective	60 days	60 days
Private Placement Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares		4,933,333	4,933,333
Restrictions on transfer period of time after business combination completion		30 days
Public Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares		8,333,333	8,333,333
Warrant exercise period condition one	30 days	30 days
Warrant exercise period condition two	12 months	12 months
Public warrants expiration term	5 years	5 years
Share price trigger used to measure dilution of warrants \| $ / shares	$ 9.20	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60	60
Trading period after business combination used to measure dilution of warrant \| D	20	20
Warrant exercise price adjustment multiple	115	115
Warrant redemption price adjustment multiple	180	180
Restrictions on transfer period of time after business combination completion	30 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
WARRANT LIABILITIES
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01	$ 0.01
Redemption period	30 days	30 days
Warrant redemption condition minimum share price \| $ / shares	$ 18.00	$ 18.00
Threshold trading days for redemption of public warrants \| D	20	20
Threshold consecutive trading days for redemption of public warrants \| D	30	30
Threshold number of business days before sending notice of redemption to warrant holders	3	3

FAIR VALUE MEASUREMENTS - Monte Carlo Simulation for the Private Placement Warrants (Details) - Level 3	Mar. 31, 2023 $ / shares Y	Dec. 31, 2022 $ / shares Y	Dec. 31, 2021 $ / shares Y
Exercise price
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	11.50	11.50	11.50
Stock price
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	10.20	10.03	9.88
Volatility
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	0.0510	0.0640	0.0960
Term
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input \| Y	5.23	5.25	5.16
Risk-free rate
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	0.0353	0.0391	0.0127
Dividend yield
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	0.0000	0.0000	0.0000

FAIR VALUE MEASUREMENTS - Assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash and investments held in Trust Account	$ 20,219,328	$ 19,827,884	$ 250,007,295
Liabilities:
Warrant liabilities	796,000	1,061,334	6,898,666
Level 1 \| Recurring
Assets:
Cash and investments held in Trust Account	20,219,328	19,827,884	250,007,295
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant liabilities		666,667	4,333,333
Level 2 \| Recurring \| Public Warrants
Liabilities:
Warrant liabilities	500,000	666,667
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant liabilities	$ 296,000	$ 394,667	$ 2,565,333

PRIVATE PLACEMENT (Details) - USD ($)		3 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Dec. 22, 2020	Mar. 31, 2023	Dec. 31, 2022
PRIVATE PLACEMENT
Exercise price of warrants	$ 11.50
Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued		4,933,333	4,933,333
Price of warrants		$ 1.50
Aggregate purchase price		$ 7,400,000
Number of shares per warrant		1
Exercise price of warrants		$ 11.50
Private Placement
PRIVATE PLACEMENT
Price of warrants	$ 11.50
Private Placement \| Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	4,933,333
Price of warrants	$ 1.50
Aggregate purchase price	$ 7,400,000
Number of shares per warrant	1

PRIVATE PLACEMENT

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

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

NOTE 4. PRIVATE PLACEMENT

STOCKHOLDERS' DEFICIT - Preferred Stock (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 5,539,079	$ 4,767,283
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities	(5,837,332)	(7,744,000)
Interest earned on cash and investments held in Trust Account	(3,018,726)	(63,997)
Changes in operating assets and liabilities:
Prepaid expenses	118,671	348,200
Accounts payable and accrued expenses	385,325	954,400
Due to stockholders	48,135
Income taxes payable	27,854
Net cash used in operating activities	(2,736,994)	(1,738,114)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(78,136)
Cash withdrawn from Trust Account to pay franchise and income taxes	905,000	60,000
Cash withdrawn from Trust Account in connection with redemptions	232,371,273	232,371,273
Net cash (used in) provided by investing activities	233,198,137	60,000
Cash Flows from Financing Activities:
Proceeds from promissory note	39,068
Proceeds from promissory note - related party	400,000	544,000
Proceeds from Convertible Promissory Note - related party	1,341,000
Extension capital contribution from TriSalus	82,741
Redemptions of Class A common stock	(232,371,273)
Net cash provided by financing activities	(230,508,464)	544,000
Net Change in Cash	(47,321)	(1,134,114)
Cash - Beginning of period	200,884	1,334,998
Cash - End of period	153,563	$ 200,884
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$ 543,000

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 136,798	$ 153,563	$ 200,884
Prepaid expenses	164,086	206,329	325,000
Total current assets	300,884	359,892	525,884
Cash and investments held in Trust Account	20,219,328	19,827,884	250,007,295
TOTAL ASSETS	20,520,212	20,187,776	250,533,179
Current liabilities
Accounts payable and accrued expenses		1,442,941	1,057,616
Due to stockholders		48,135
Income taxes payable	54,972	27,854
Extension Note	156,274	39,068
Promissory note - related party	1,359,222	944,000	544,000
Total current liabilities	4,664,232	3,842,998	1,601,616
Warrant liabilities	796,000	1,061,334	6,898,666
Convertible Promissory Note - related party	1,341,000	1,341,000	0
Deferred underwriting fee payable	8,750,000	8,750,000	8,750,000
TOTAL LIABILITIES	14,210,232	13,654,332	17,250,282
Commitments and Contingencies
Class A common stock subject to possible redemption, 1,953,422 and 25,000,000 shares at $10.14 and $10.00 per share redemption value as of December 31, 2022 and 2021, respectively	20,164,356	19,800,030	250,000,000
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.0001 per share; 1,000,000 shares authorized, none issued and outstanding as of December 31, 2022 and 2021
Accumulated deficit	(13,855,001)	(13,267,211)	(16,717,728)
TOTAL STOCKHOLDERS' DEFICIT	(13,854,376)	(13,266,586)	(16,717,103)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	20,520,212	20,187,776	250,533,179
Class A common stock
STOCKHOLDERS' DEFICIT
Common stock		0	0
Class A common stock subject to possible redemption
Current liabilities
Class A common stock subject to possible redemption, 1,953,422 and 25,000,000 shares at $10.14 and $10.00 per share redemption value as of December 31, 2022 and 2021, respectively		19,800,030	250,000,000
Class B common stock
STOCKHOLDERS' DEFICIT
Common stock	$ 625	$ 625	$ 625

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

Schedule of company's assets that are measured at fair value on a recurring basis


		March 31,		December 31,
	Level	2023		2022
Assets:
Cash and investments held in Trust Account	1	$	20,219,328	$	19,827,884

Liabilities:
Warrant Liabilities - Public Warrants	2	$	500,000	$	666,667
Warrant Liabilities - Private Placement Warrants	3	$	296,000	$	394,667


		December 31,		December 31,
	Level	2022		2021
Assets:
Cash and investments held in Trust Account	1	$	19,827,884	$	250,007,295

Liabilities:
Warrant Liabilities - Public Warrants	1	$	666,667	$	4,333,333
Warrant Liabilities - Private Placement Warrants	3	$	394,667	$	2,565,333

Schedule of private placement warrants


		March 31,			December 31,
	2023			2022
Exercise price	$	11.50		$	11.50
Stock price	$	10.20		$	10.03
Volatility		5.10	%		6.40	%
Term		5.23			5.25
Risk-free rate		3.53	%		3.91	%
Dividend yield		0.00	%		0.00	%


	December 31,			December 31,
	2022			2021
Exercise price	$	11.50		$	11.50
Stock price	$	10.03		$	9.88
Volatility		6.40	%		9.60	%
Term		5.25			5.16
Risk-free rate		3.91	%		1.27	%
Dividend yield		0.00	%		0.00	%

Schedule of changes in the level 3 fair value of warrant liabilities


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2022	$	394,667	$	—	$	394,667
Change in fair value		(98,667)		—		(98,667)
Fair value as of March 31, 2023	$	296,000	$	—	$	296,000


	Private Placement
Fair value as of December 31, 2021	$	2,565,333
Change in fair value		(1,282,666)
Fair value as of March 31, 2022	$	1,282,667


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333
Change in fair value		(2,170,666)		—		(2,170,666)
Fair value as of December 31, 2022	$	394,667	$	—	$	394,667


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2020	$	5,476,000	$	9,166,666	$	14,642,666
Change in fair value		(2,910,667)		(4,833,333)		(7,744,000)
Transfer to level 1		—		(4,333,333)		(4,333,333)
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)		3 Months Ended	12 Months Ended
	Dec. 22, 2020 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) item $ / shares shares	Dec. 31, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item		1	1
Purchase price, per unit \| $ / shares		$ 10.00	$ 10.00
Payments for investment of cash in Trust Account			$ 78,136
Transaction costs	$ 14,161,525
Underwriting fees	5,000,000
Deferred underwriting fee payable	8,750,000	$ 8,750,000	$ 8,750,000	$ 8,750,000
Other offering costs	$ 411,525
Condition for future business combination use of proceeds percentage		80	80
Condition for future business combination threshold percentage ownership		50	50
Condition for future business combination threshold net tangible assets		$ 5,000,001	$ 5,000,001
Redemption limit percentage without prior consent		15	15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%	100.00%
Redemption period upon closure	10 days		10 days
Maximum allowed dissolution expenses	$ 100,000		$ 100,000
Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) \| shares		4,933,333	4,933,333
Price of warrant \| $ / shares		$ 1.50
Proceeds from sale of private placements warrants		$ 7,400,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares	25,000,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 250,000,000
Payments for investment of cash in Trust Account	$ 250,000,000
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price of warrant \| $ / shares	$ 11.50
Private Placement \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) \| shares	4,933,333
Price of warrant \| $ / shares	$ 1.50
Proceeds from sale of private placements warrants	$ 7,400,000
Public Shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price, per unit \| $ / shares		$ 10.00
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares	3,000,000
Purchase price, per unit \| $ / shares	$ 10.00

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 136,798	$ 153,563
Prepaid expenses	164,086	206,329
Total current assets	300,884	359,892
Cash and investments held in Trust Account	20,219,328	19,827,884
TOTAL ASSETS	20,520,212	20,187,776
Current liabilities
Accounts payable and accrued expenses	1,593,764	1,442,941
Due to stockholders		48,135
Income taxes payable	54,972	27,854
Extension Note	156,274	39,068
Convertible Promissory Note - related party	1,500,000	1,341,000
Promissory note - related party	1,359,222	944,000
Total current liabilities	4,664,232	3,842,998
Warrant liabilities	796,000	1,061,334
Deferred underwriting fee payable	8,750,000	8,750,000
TOTAL LIABILITIES	14,210,232	13,654,332
Commitments and Contingencies
Class A common stock subject to possible redemption, 1,953,422 shares at $10.32 and $10.14 per share redemption value as of March 31, 2023 and December 31, 2022, respectively	20,164,356	19,800,030
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.0001 per share; 1,000,000 shares authorized, none issued and outstanding as of March 31, 2023 and December 31, 2022
Accumulated deficit	(13,855,001)	(13,267,211)
TOTAL STOCKHOLDERS' DEFICIT	(13,854,376)	(13,266,586)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	20,520,212	20,187,776
Class A common stock
STOCKHOLDERS' DEFICIT
Common stock		0
Class A common stock subject to possible redemption
Current liabilities
Class A common stock subject to possible redemption, 1,953,422 shares at $10.32 and $10.14 per share redemption value as of March 31, 2023 and December 31, 2022, respectively		19,800,030
Class B common stock
STOCKHOLDERS' DEFICIT
Common stock	$ 625	$ 625

RELATED PARTY TRANSACTIONS (Details) - USD ($)		3 Months Ended		12 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 22, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 16, 2022	May 24, 2022	Jan. 28, 2022	Dec. 30, 2021
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note						$ 468,821
Outstanding amount				$ 39,068	$ 0
Aggregate principal amount				1,500,000			$ 1,500,000
Extension Note
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note						468,821
Outstanding amount		$ 156,274		39,068
2022 Promissory Note
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount						1,000,000
Sponsor \| 2022 Promissory Note III
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount						1,000,000
Outstanding amount		415,222		0
Working capital loans warrant
RELATED PARTY TRANSACTIONS
Expenses incurred		1,500,000		1,341,000	0
Outstanding amount				0	0
Promissory Note - Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note									$ 544,000
Outstanding amount		544,000		544,000
Promissory Note - Related Party \| 2022 Promissory Note
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount						1,000,000
Promissory Note - Related Party \| Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note						468,821
Borrowed aggregate principal amount						468,821	1,500,000
Outstanding amount				544,000	544,000
Promissory Note - Related Party \| Sponsor \| 2021 Promissory Note
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note									$ 544,000
Outstanding amount		544,000		544,000
Promissory Note - Related Party \| Sponsor \| 2022 Promissory Note
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount								$ 400,000
Outstanding amount		400,000		400,000	0
Promissory Note - Related Party \| Sponsor \| 2022 Promissory Note III
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount						$ 1,000,000
Outstanding amount		415,222		0
Administrative Services Agreement
RELATED PARTY TRANSACTIONS
Expenses per month	$ 10,000
Expenses incurred		30,000	$ 30,000	120,000	120,000
Administrative Services Agreement \| Accrued expenses
RELATED PARTY TRANSACTIONS
Expenses incurred		$ 270,000		240,000	$ 120,000
Related Party Loans \| Sponsor \| Maximum
RELATED PARTY TRANSACTIONS
Aggregate principal amount							$ 1,500,000
Related Party Loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant				$ 1,500,000
Price of warrant		$ 1.50		$ 1.50

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	3 Months Ended
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	Mar. 31, 2023 USD ($)
Cash Flows from Operating Activities:
Net (loss) income	$ (448,097)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of warrant liabilities	(265,334)
Interest earned on marketable securities held in Trust Account	(157,033)
Changes in operating assets and liabilities:
Prepaid expenses	42,243
Income taxes payable	27,118
Due to shareholders	(48,135)
Accounts payable and accrued expenses	150,823
Net cash used in operating activities	(698,415)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(234,411)
Cash withdrawn from Trust Account to pay franchise and income taxes	0
Net cash (used in) provided by investing activities	(234,411)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	415,222
Proceeds from convertible promissory note - related party	159,000
Proceeds from extension note	117,206
Capital Contribution by Sponsor	25,000
Investment from TriSalus	199,633
Net cash provided by financing activities	916,061
Net Change in Cash	(16,765)
Cash - Beginning of period	153,563
Cash - End of period	$ 136,798

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A common stock subject to possible redemption reflected in the balance sheets reconciled (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A common stock subject to possible redemption , beginning	$ 19,800,030	$ 250,000,000
Redemptions of Class A common stock	(232,371,273)	(232,371,273)	$ (232,371,273)
Accretion of carrying value to redemption value	364,326	2,171,303	(2,093,167)
Extension Deposit			78,136
Class A common stock subject to possible redemption, ending	20,164,356	19,800,030	250,000,000
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A common stock subject to possible redemption , beginning	$ 19,800,030	250,000,000	250,000,000
Redemptions of Class A common stock		(232,371,273)
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, ending		$ 19,800,030	$ 250,000,000

- Definition

+ References + Details

PRIVATE PLACEMENT

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS (Details) - USD ($)		3 Months Ended		12 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 22, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 16, 2022	May 24, 2022	Jan. 28, 2022	Dec. 30, 2021
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note						$ 468,821
Outstanding amount				$ 39,068	$ 0
Aggregate principal amount				1,500,000			$ 1,500,000
2022 Promissory Note
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount						1,000,000
Working capital loans warrant
RELATED PARTY TRANSACTIONS
Expenses incurred		$ 1,500,000		1,341,000	0
Outstanding amount				0	0
Promissory Note - Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note									$ 544,000
Outstanding amount		544,000		544,000
Promissory Note - Related Party \| 2022 Promissory Note
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount						1,000,000
Promissory Note - Related Party \| Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note						468,821
Borrowed aggregate principal amount						$ 468,821	1,500,000
Outstanding amount				544,000	544,000
Promissory Note - Related Party \| Sponsor \| 2021 Promissory Note
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note									$ 544,000
Outstanding amount		544,000		544,000
Promissory Note - Related Party \| Sponsor \| 2022 Promissory Note
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount								$ 400,000
Outstanding amount		400,000		400,000	0
Administrative Services Agreement
RELATED PARTY TRANSACTIONS
Expenses per month	$ 10,000
Expenses incurred		30,000	$ 30,000	120,000	120,000
Administrative Services Agreement \| Accrued expenses
RELATED PARTY TRANSACTIONS
Expenses incurred		$ 270,000		240,000	$ 120,000
Related Party Loans \| Sponsor \| Maximum
RELATED PARTY TRANSACTIONS
Aggregate principal amount							$ 1,500,000
Related Party Loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant				$ 1,500,000
Price of warrant		$ 1.50		$ 1.50

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

Schedule of company's assets that are measured at fair value on a recurring basis


		March 31,		December 31,
	Level	2023		2022
Assets:
Cash and investments held in Trust Account	1	$	20,219,328	$	19,827,884

Liabilities:
Warrant Liabilities - Public Warrants	2	$	500,000	$	666,667
Warrant Liabilities - Private Placement Warrants	3	$	296,000	$	394,667


		December 31,		December 31,
	Level	2022		2021
Assets:
Cash and investments held in Trust Account	1	$	19,827,884	$	250,007,295

Liabilities:
Warrant Liabilities - Public Warrants	1	$	666,667	$	4,333,333
Warrant Liabilities - Private Placement Warrants	3	$	394,667	$	2,565,333

Schedule of private placement warrants


		March 31,			December 31,
	2023			2022
Exercise price	$	11.50		$	11.50
Stock price	$	10.20		$	10.03
Volatility		5.10	%		6.40	%
Term		5.23			5.25
Risk-free rate		3.53	%		3.91	%
Dividend yield		0.00	%		0.00	%


	December 31,			December 31,
	2022			2021
Exercise price	$	11.50		$	11.50
Stock price	$	10.03		$	9.88
Volatility		6.40	%		9.60	%
Term		5.25			5.16
Risk-free rate		3.91	%		1.27	%
Dividend yield		0.00	%		0.00	%

Schedule of change in the fair value of the warrant liabilities


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2022	$	394,667	$	—	$	394,667
Change in fair value		(98,667)		—		(98,667)
Fair value as of March 31, 2023	$	296,000	$	—	$	296,000


	Private Placement
Fair value as of December 31, 2021	$	2,565,333
Change in fair value		(1,282,666)
Fair value as of March 31, 2022	$	1,282,667


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333
Change in fair value		(2,170,666)		—		(2,170,666)
Fair value as of December 31, 2022	$	394,667	$	—	$	394,667


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2020	$	5,476,000	$	9,166,666	$	14,642,666
Change in fair value		(2,910,667)		(4,833,333)		(7,744,000)
Transfer to level 1		—		(4,333,333)		(4,333,333)
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Class A common stock subject to possible redemption reflected in the balance sheets reconciled


Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022		19,800,030
Plus:
Accretion of carrying value to redemption value		364,326
Class A common stock subject to possible redemption, March 31, 2023	$	20,164,356


Class A common stock subject to possible redemption, January 1, 2021	$	250,000,000
Plus:
Accretion of carrying value to redemption value
Class A common stock subject to possible redemption, December 31, 2021		250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022	$	19,800,030

Schedule of basic and diluted net income per common stock

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


	For the Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per Share of common stock
Numerator:
Allocation of net (loss) income	$	(106,702)	$	(341,395)	$	2,269,380	$	567,345
Denominator:
Basic and diluted weighted average shares outstanding		1,953,422		6,250,000		25,000,000		6,250,000
Basic and diluted net (loss) income per Share of common stock	$	(0.05)	$	(0.05)	$	0.09	$	0.09

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


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	4,369,839	$	1,169,240	$	3,813,826	$	953,457
Denominator:
Basic and diluted weighted average shares outstanding		23,358,326		6,250,000		25,000,000		6,250,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.15	$	0.15

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000		1,000,000
Preferred stock, shares issued	0	0		0
Preferred stock, shares outstanding	0	0		0
Class A common stock
Common stock subject to possible redemption, shares outstanding	1,953,422	1,953,422
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000		100,000,000
Common stock, shares issued	0	0		0
Common stock, shares outstanding	0	0		0
Class A common stock subject to possible redemption
Common stock subject to possible redemption, shares outstanding	1,953,422	1,953,422		25,000,000
Common stock subject to possible redemption, price per share	$ 10.32	$ 10.14		$ 10.00
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000		10,000,000
Common stock, shares issued	6,250,000	6,250,000		6,250,000
Common stock, shares outstanding	6,250,000	6,250,000	6,250,000	6,250,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Liquidity (Details) - USD ($)		12 Months Ended
	Dec. 30, 2021	Dec. 31, 2022	Mar. 31, 2023	Dec. 16, 2022	May 24, 2022	Jan. 28, 2022	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Working capital		$ 2,114,252	$ 4,308,376
Operating bank accounts		153,563
Amount of convertible promissory note		1,500,000			$ 1,500,000
Convertible promissory note outstanding		$ 1,341,000	1,341,000				$ 0
Share Price		$ 0.04
Percentage of transactional fee paid		50.00%
Percentage of amount deposited in trust account		50.00%
Maximum borrowing capacity of related party promissory note				$ 468,821
Outstanding amount		$ 39,068					0
Aggregate principal amount		1,500,000			1,500,000
2022 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Borrowed aggregate principal amount				1,000,000
Promissory Note - Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum borrowing capacity of related party promissory note	$ 544,000
Outstanding amount		544,000	544,000
Promissory Note - Related Party \| 2022 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Borrowed aggregate principal amount				1,000,000
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Due to the Sponsor for certain reimbursable expenses		27,854
Sponsor \| Promissory Note - Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum borrowing capacity of related party promissory note				468,821
Borrowed aggregate principal amount				$ 468,821	$ 1,500,000
Outstanding amount		544,000					544,000
Sponsor \| Promissory Note - Related Party \| 2021 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Due to the Sponsor for certain reimbursable expenses	544,000
Maximum borrowing capacity of related party promissory note	$ 544,000
Outstanding amount		544,000	544,000
Sponsor \| Promissory Note - Related Party \| 2022 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Borrowed aggregate principal amount						$ 400,000
Outstanding amount		$ 400,000	$ 400,000				$ 0

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2023
Document and Entity Information
Document Type	S-4/A
Entity Registrant Name	MEDTECH ACQUISITION CORPORATION
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001826667
Amendment Flag	false

COMMITMENTS AND CONTINGENCIES

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Raymond James Agreements

Raymond James & Associates, Inc. (“Raymond James”) was originally engaged by the Company to act as sole manager for the Initial Public Offering and would be entitled to a deferred underwriting fee of $8,750,000 upon the consummation of a Business Combination. In connection with the entry into the TriSalus Merger Agreement, on November 11, 2022, the Company and Raymond James amended that certain Underwriting Agreement, dated December 17, 2020, pursuant to which, Raymond James agreed to waive the foregoing deferred underwriting fee in its entirety if the proposed Business Combination between the Company and TriSalus is consummated. Raymond James was separately engaged by the Company to act as its investment banking advisor in connection with a Business Combination, and will receive customary fees for its services in that role if the Business Combination with TriSalus is consummated. The Company also engaged Raymond James to act as sole placement agent for an institutional debt financing that resulted in the Company’s entry into the non-binding term sheet with Magnetar Capital LLC (“Magnetar”). In consideration for its services as the Company’s investment banking advisor and its services as placement agent, Raymond James will be entitled to receive an aggregate fee ranging between $3 million to $4.5 million from the Company at the closing of the Business Combination with TriSalus plus expense reimbursements, depending on the amount raised in the institutional debt financing with Magnetar and/or other institutional investors, excluding any incremental fee consideration for exercise of the greenshoe. If the Company is unable to consummate the Business Combination with TriSalus or is unable to obtain private financing in connection with the Business Combination with TriSalus, then Raymond James will not receive any compensation for its investment banking advisory or placement agent services, respectively.

Contingent Professional Fees

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

The company incurred legal fees of $697,445, which are contingent on the consummation of the Merger with TriSalus. These fees were not recorded on the Company’s consolidated balance sheet.

Terminated Memic Business Combination

Memic Business Combination Agreement

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

Termination of Memic Business Combination Agreement

On March 10, 2022, the Company, Memic and Memic Merger Sub entered into a Termination of Memic Business Combination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Memic Business Combination Agreement. The termination of the Memic Business Combination Agreement was effective as of March 9, 2022.

As a result of the termination of the Memic Business Combination Agreement, the Memic Business Combination Agreement, along with any Transaction Agreement (as defined in the Memic Business Combination Agreement) entered into in connection therewith, are void and there is no liability under either of the Memic Business Combination Agreement or any Transaction Agreement on the part of any party thereto (including, without limitation, under the SPAC Sponsor Letter Agreement by and among

Memic, the Sponsor, and the other parties signatory thereto dated August 12, 2021). Pursuant to the Termination Agreement, subject to certain exceptions, the Company, Memic and Memic Merger Sub have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Memic Business Combination.

TriSalus Business Combination

TriSalus Merger Agreement

On November 11, 2022, the Company (herein referred to as “MTAC” in this Note 6), entered into an Agreement and Plan of Merger (the “TriSalus Merger Agreement”) with MTAC 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 in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of MTAC (the transactions contemplated by the TriSalus Merger Agreement and the related ancillary agreements, the “TriSalus Business Combination”). The TriSalus Business Combination is subject to certain closing conditions. Upon consummation of the TriSalus Business Combination, MTAC will be renamed “TriSalus Life Sciences, Inc.”

Merger Consideration

The aggregate consideration payable to the stockholders of TriSalus at the closing of the TriSalus Business Combination (the “Closing”) is $220,000,000, payable solely in shares of MTAC common stock, par value $0.0001 per share (“Common Stock”), valued at $10.00 per share (the “Closing Merger Consideration”). Immediately prior to the Closing, the shares of Class A common stock of MTAC and the warrants to purchase shares of Class A common stock of MTAC issued to the public that comprise each issued and outstanding Unit will be automatically separated, if not already separated prior to such time, and the holder thereof shall be deemed to hold one share of Class A common stock of MTAC and one-third of one warrant to purchase Class A common stock; provided that any fractional warrants issuable to a holder upon the separation of the Units will be rounded down to the nearest whole number of warrants. Following the separation of the Units but prior to the Closing, the Class B common stock of MTAC will automatically convert into Class A common stock, and pursuant to the proposed amended and restated certificate of incorporation of MTAC to be effective immediately prior to the effective time of the Merger, if approved by MTAC’s stockholders, Class A common stock and Class B common stock will be reclassified into a single class of Common Stock.

Immediately prior to the Closing, each share of TriSalus’ issued and outstanding preferred stock will automatically convert into shares of TriSalus common stock (the “Preferred Conversion”), and all in-the-money TriSalus warrants that would be exercised or otherwise exchanged in full in accordance with their terms by virtue of the occurrence of the TriSalus Business Combination will be exercised for shares of TriSalus common stock, such that the holders thereof will receive Closing Merger Consideration as holders of TriSalus common stock. TriSalus warrants that are out-of-the-money will be cancelled for no consideration immediately prior to the Closing. At the time of the TriSalus Business Combination, the outstanding options for shares of TriSalus common stock under TriSalus’ equity plan will be assumed by MTAC and converted into options to purchase Common Stock (the “Assumed Equity”).

Representations, Warranties and Covenants

The TriSalus Merger Agreement contains customary representations, warranties and covenants by the parties thereto, including, among other things, covenants with respect to the conduct of MTAC and TriSalus during the period between execution of the TriSalus Merger Agreement and the Closing, including the parties’ agreement not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transactions. The representations, warranties and covenants made under the TriSalus Merger Agreement will not survive the Closing; provided, however, that any covenants that are to be performed at or after the Closing shall survive until such covenant has been performed or satisfied pursuant to their terms. Each of MTAC and TriSalus have agreed to use their commercially reasonable efforts to cause the TriSalus Business Combination to be consummated as soon as practicable.

Termination

The TriSalus Merger Agreement may be terminated prior to the Closing under certain circumstances, including, among others, (i) by written consent of TriSalus and MTAC, (ii) by written notice from either MTAC or TriSalus, if (A) the Closing has not occurred on or before December 22, 2022, as such date may be extended to match the extension of the last date for MTAC to consummate a Business Combination under its certificate of incorporation (currently June 22, 2023) obtained by MTAC stockholder approval (the “Outside Date”), unless the terminating party’s failure to comply in any material respect with its obligations under the TriSalus Merger Agreement shall have contributed to the failure of the Closing to have occurred on or prior to the Outside Date, (B) the consummation of the TriSalus Business Combination is permanently enjoined, (C) MTAC does not obtain stockholder approval of the TriSalus Business Combination at the special meeting at which such approval shall be voted upon, or (D) by March 31, 2023, MTAC shall not have obtained commitments for private financing of at least $40,000,000 in support of the TriSalus Business Combination, (iii) by written notice from either MTAC or TriSalus, in the event that the other party breaches any of its representations, warranties, covenants or other agreements under the TriSalus Merger Agreement that would result in the failure of the conditions to MTAC’s or TriSalus’ obligation to consummate the TriSalus Business Combination and such breach has not been cured by the breaching party within 30 days after receiving notice of such breach, (iv) by TriSalus at any time prior to the approval of the TriSalus Business Combination by MTAC’s public stockholders, if the board of directors of MTAC has made a change in recommendation to its stockholders regarding the TriSalus Business Combination, and (v) by written notice to TriSalus from MTAC, if TriSalus does not obtain stockholder approval within 25 days after delivering an information statement regarding the TriSalus Business Combination to its stockholders.

For additional information, refer to MTAC’s Current Report on Form 8-K, as filed with the SEC on November 14, 2022.

Advisory Agreement

In March 2023, the Company and the Sponsor engaged Ceros Financial Services, Inc. to render certain advisory and placement services to the Company. Pursuant to such engagement, the Sponsor (and not the Company) would be solely responsible for any and all fees and expenses payable to Ceros Financial Services, Inc., if any, that would arise or accrue prior to, or in connection with, the closing of an initial Business Combination.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

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

Raymond James Agreements

Raymond James & Associates, Inc. (“Raymond James”) was originally engaged by the Company to act as sole manager for the Initial Public Offering and would be entitled to a deferred underwriting fee of $8,750,000 upon the consummation of a Business Combination. In connection with the entry into the Merger Agreement with TriSalus, on November 11, 2022, the Company and Raymond James amended that certain Underwriting Agreement, dated December 17, 2020, pursuant to which, Raymond James agreed to waive the foregoing deferred underwriting fee in its entirety if the proposed Business Combination between the Company and TriSalus is consummated. Raymond James was separately engaged by the Company to act as its investment banking advisor in connection with a Business Combination, and will receive customary fees for its services in that role if the Business Combination with TriSalus is consummated. The Company also engaged Raymond James to act as sole placement agent for an institutional debt financing that resulted in the Company’s entry into the non-binding term sheet with Magnetar Capital LLC (“Magnetar”). In consideration for its services as the Company’s investment banking advisor and its services as placement agent, Raymond James will be entitled to receive an aggregate fee ranging between $3 million to $4.5 million from the Company at the closing of the Business Combination with TriSalus plus expense reimbursements, depending on the amount raised in the institutional debt financing with Magnetar and/or other institutional investors, excluding any incremental fee consideration for exercise of the greenshoe. If the Company is unable to consummate the Business Combination with TriSalus or is unable to obtain private financing in connection with the Business Combination with TriSalus, then Raymond James will not receive any compensation for its investment banking advisory or placement agent services, respectively.

Contingent Professional Fees

The company incurred legal fees of $479,262, which are contingent on the consummation of the Merger with TriSalus. These fees were not recorded on the Company’s consolidated balance sheet.

Business Combination Agreement

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

Termination of Business Combination Agreement

On March 10, 2022, the Company, Memic and Merger Sub entered into a Termination of Business Combination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The termination of the Business Combination Agreement was effective as of March 9, 2022.

As a result of the termination of the Business Combination Agreement, the Business Combination Agreement, along with any Transaction Agreement (as defined in the Business Combination Agreement) entered into in connection therewith, are void and there is no liability under either of the Business Combination Agreement or any Transaction Agreement on the part of any party thereto (including, without limitation, under the SPAC Sponsor Letter Agreement by and among Memic, the Sponsor, and the other parties signatory thereto dated August 12, 2021). Pursuant to the Termination Agreement, subject to certain exceptions, the Company, Memic and Merger Sub have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the business combination.

Merger Agreement

On November 11, 2022, the Company (herein referred to as “MTAC” in this Note 6), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MTAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of MTAC (“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 in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of MTAC (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “TriSalus Business Combination”). The TriSalus Business Combination is subject to certain closing conditions. Upon consummation of the TriSalus Business Combination, MTAC will be renamed “TriSalus Life Sciences, Inc.”

Merger Consideration

The aggregate consideration payable to the stockholders of TriSalus at the closing of the TriSalus Business Combination (the “Closing”) is $220,000,000, payable solely in shares of MTAC common stock, par value $0.0001 per share (“Common Stock”), valued at $10.00 per share (the “Closing Merger Consideration”). Immediately prior to the Closing, the shares of Class A Common Stock of MTAC and the warrants to purchase shares of Class A Common Stock of MTAC issued to the public that comprise each issued and outstanding Unit will be automatically separated, if not already separated prior to such time, and the holder thereof shall be deemed to hold one share of Class A Common Stock of MTAC and one-third of one warrant to purchase Class A Common Stock; provided that any fractional warrants issuable to a holder upon the separation of the Units will be rounded down to the nearest whole number of warrants. Following the separation of the Units but prior to the Closing, the Class B Common Stock of MTAC will automatically convert into Class A Common Stock, and pursuant to the proposed amended and restated certificate of incorporation of MTAC to be effective immediately prior to the effective time of the Merger, if approved by MTAC’s stockholders, Class A Common Stock and Class B Common Stock will be reclassified into a single class of Common Stock.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto, including, among other things, covenants with respect to the conduct of MTAC and TriSalus during the period between execution of the Merger Agreement and the Closing, including the parties’ agreement not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transactions. The representations, warranties and covenants made under the Merger Agreement will not survive the Closing; provided, however, that any covenants that are to be

performed at or after the Closing shall survive until such covenant has been performed or satisfied pursuant to their terms. Each of MTAC and TriSalus have agreed to use their commercially reasonable efforts to cause the TriSalus Business Combination to be consummated as soon as practicable.

Termination

The Merger Agreement may be terminated prior to the Closing under certain circumstances, including, among others, (i) by written consent of TriSalus and MTAC, (ii) by written notice from either MTAC or TriSalus, if (A) the Closing has not occurred on or before December 22, 2022, as such date may be extended to match the extension of the last date for MTAC to consummate a Business Combination under its certificate of incorporation (currently June 22, 2023) obtained by MTAC stockholder approval (the “Outside Date”), unless the terminating party’s failure to comply in any material respect with its obligations under the Merger Agreement shall have contributed to the failure of the Closing to have occurred on or prior to the Outside Date, (B) the consummation of the TriSalus Business Combination is permanently enjoined, (C) MTAC does not obtain stockholder approval of the TriSalus Business Combination at the special meeting at which such approval shall be voted upon, or (D) by March 31, 2023, MTAC shall not have obtained commitments for private financing of at least $40,000,000 in support of the TriSalus Business Combination, (iii) by written notice from either MTAC or TriSalus, in the event that the other party breaches any of its representations, warranties, covenants or other agreements under the Merger Agreement that would result in the failure of the conditions to MTAC’s or TriSalus’ obligation to consummate the TriSalus Business Combination and such breach has not been cured by the breaching party within 30 days after receiving notice of such breach, (iv) by TriSalus at any time prior to the approval of the TriSalus Business Combination by MTAC’s public stockholders, if the board of directors of MTAC has made a change in recommendation to its stockholders regarding the TriSalus Business Combination, and (v) by written notice to TriSalus from MTAC, if TriSalus does not obtain stockholder approval within 25 days after delivering an information statement regarding the TriSalus Business Combination to its stockholders.

For additional information, refer to MTAC’s Current Report on Form 8-K, as filed with the SEC on November 14, 2022.

SUBSEQUENT EVENTS

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

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

On April 4, 2023, the Company, MTAC Merger Sub, and TriSalus amended the TriSalus Merger Agreement (the “TriSalus Amendment”) to, among other matters, provide for the assumption by the Company of any restricted stock unit awards under TriSalus’ existing equity plan that are outstanding as of immediately prior to the closing of the TriSalus Business Combination, which will be converted into restricted stock unit awards covering shares of Common Stock. For additional information, refer to the Company’s Current Report on Form 8-K, as filed with the SEC on April 5, 2023.

On April 10, 2023, the Company drew an additional $60,000 on 2022 Promissory Note III as described in Note 5.

Subsequent to March 31, 2023, $39,068 was drawn on the Extension Note, as described in Note 5 and deposited into the Trust Account. In addition, TriSalus deposited $39,068 in the Trust Account pursuant to the Merger Agreement.

NOTE 11. SUBSEQUENT EVENTS

Subsequent to December 31, 2022, $78,136 was drawn on the Extension Note, as described in Note 5 and deposited into the Trust Account. In addition, TriSalus deposited $78,136 in the Trust Account pursuant to the Merger Agreement.

On January 13, 2023, the Company drew an additional $159,000 on the Convertible Promissory Note as described in Note 5.

On January 13, 2023 and February 8, 2023, the Company drew an additional $215,222 and $200,000 on the 2022 Promissory Note III as described in Note 5, respectively.

INCOME TAX - Income tax provision (Details) - USD ($)	3 Months Ended	12 Months Ended
INCOME TAX - Income tax provision (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Federal
Current		$ 570,854	$ 0
Deferred		(513,464)	(625,111)
Change in valuation allowance		513,464	625,111
Income tax provision	$ 27,118	570,854
Net operating loss carryover		$ 0	$ 194,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Cash and Investments Held in Trust Account

Class A Common Stock Subject to Possible Redemption

At March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed consolidated balance sheets is reconciled in the following table:


Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022		19,800,030
Plus:
Accretion of carrying value to redemption value		364,326
Class A common stock subject to possible redemption, March 31, 2023	$	20,164,356

Class A Common Stock Subject to Possible Redemption

In connection with the special meeting in lieu of the 2022 annual meeting of stockholders held by the Company on December 12, 2022, stockholders holding 23,046,578 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $232.37 million (approximately $10.08 per Public Share) was removed from the Trust Account to pay such holders and approximately $19.70 million remains in the Trust Account. Following redemptions, the Company has 1,953,422 Public Shares outstanding. $78,137 was deposited into the Trust Account of which 50% was be drawn down under the Extension Note and 50% was funded by TriSalus.

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


Class A common stock subject to possible redemption, January 1, 2021	$	250,000,000
Plus:
Accretion of carrying value to redemption value
Class A common stock subject to possible redemption, December 31, 2021		250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022	$	19,800,030

Offering Costs

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

Warrant Liabilities

Income Taxes

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.34% and 0% for the years ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net (Loss) Income per Share of Common Stock

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


	For the Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per Share of common stock
Numerator:
Allocation of net (loss) income	$	(106,702)	$	(341,395)	$	2,269,380	$	567,345
Denominator:
Basic and diluted weighted average shares outstanding		1,953,422		6,250,000		25,000,000		6,250,000
Basic and diluted net (loss) income per Share of common stock	$	(0.05)	$	(0.05)	$	0.09	$	0.09

Net Income per Common Stock

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


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	4,369,839	$	1,169,240	$	3,813,826	$	953,457
Denominator:
Basic and diluted weighted average shares outstanding		23,358,326		6,250,000		25,000,000		6,250,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.15	$	0.15

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Fair Value of Financial Instruments

●

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

●

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities (See Note 10).

●

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

●

Recent Accounting Standards

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

Recent Accounting Standards

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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000		1,000,000
Preferred stock, shares issued	0	0		0
Preferred stock, shares outstanding	0	0		0
Class A common stock
Common stock subject to possible redemption, shares outstanding	1,953,422	1,953,422
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000		100,000,000
Common stock, shares issued	0	0		0
Common stock, shares outstanding	0	0		0
Class A common stock subject to possible redemption
Common stock subject to possible redemption, shares outstanding	1,953,422	1,953,422		25,000,000
Common stock subject to possible redemption, price per share	$ 10.32	$ 10.14		$ 10.00
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000		10,000,000
Common stock, shares issued	6,250,000	6,250,000		6,250,000
Common stock, shares outstanding	6,250,000	6,250,000	6,250,000	6,250,000

COMMITMENTS AND CONTINGENCIES

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Raymond James Agreements

Contingent Professional Fees

The company incurred legal fees of $697,445, which are contingent on the consummation of the Merger with TriSalus. These fees were not recorded on the Company’s consolidated balance sheet.

Terminated Memic Business Combination

Memic Business Combination Agreement

Termination of Memic Business Combination Agreement

TriSalus Business Combination

TriSalus Merger Agreement

Merger Consideration

Representations, Warranties and Covenants

Termination

For additional information, refer to MTAC’s Current Report on Form 8-K, as filed with the SEC on November 14, 2022.

Advisory Agreement

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Raymond James Agreements

Raymond James & Associates, Inc. (“Raymond James”) was originally engaged by the Company to act as sole manager for the Initial Public Offering and would be entitled to a deferred underwriting fee of $8,750,000 upon the consummation of a Business Combination. In connection with the entry into the Merger Agreement with TriSalus, on November 11, 2022, the Company and Raymond James amended that certain Underwriting Agreement, dated December 17, 2020, pursuant to which, Raymond James agreed to waive the foregoing deferred underwriting fee in its entirety if the proposed Business Combination between the Company and TriSalus is consummated. Raymond James was separately engaged by the Company to act as its investment banking advisor in connection with a Business Combination, and will receive customary fees for its services in that role if the Business Combination with TriSalus is consummated. The Company also engaged Raymond James to act as sole placement agent for an institutional debt financing that resulted in the Company’s entry into the non-binding term sheet with Magnetar Capital LLC (“Magnetar”). In consideration for its services as the Company’s investment banking advisor and its services as placement agent, Raymond James will be entitled to receive an aggregate fee ranging between $3 million to $4.5 million from the Company at the closing of the Business Combination with TriSalus plus expense reimbursements, depending on the amount raised in the institutional debt financing with Magnetar and/or other institutional investors, excluding any incremental fee consideration for exercise of the greenshoe. If the Company is unable to consummate the Business Combination with TriSalus or is unable to obtain private financing in connection with the Business Combination with TriSalus, then Raymond James will not receive any compensation for its investment banking advisory or placement agent services, respectively.

Contingent Professional Fees

The company incurred legal fees of $479,262, which are contingent on the consummation of the Merger with TriSalus. These fees were not recorded on the Company’s consolidated balance sheet.

Business Combination Agreement

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

Termination of Business Combination Agreement

Merger Agreement

Merger Consideration

The aggregate consideration payable to the stockholders of TriSalus at the closing of the TriSalus Business Combination (the “Closing”) is $220,000,000, payable solely in shares of MTAC common stock, par value $0.0001 per share (“Common Stock”), valued at $10.00 per share (the “Closing Merger Consideration”). Immediately prior to the Closing, the shares of Class A Common Stock of MTAC and the warrants to purchase shares of Class A Common Stock of MTAC issued to the public that comprise each issued and outstanding Unit will be automatically separated, if not already separated prior to such time, and the holder thereof shall be deemed to hold one share of Class A Common Stock of MTAC and one-third of one warrant to purchase Class A Common Stock; provided that any fractional warrants issuable to a holder upon the separation of the Units will be rounded down to the nearest whole number of warrants. Following the separation of the Units but prior to the Closing, the Class B Common Stock of MTAC will automatically convert into Class A Common Stock, and pursuant to the proposed amended and restated certificate of incorporation of MTAC to be effective immediately prior to the effective time of the Merger, if approved by MTAC’s stockholders, Class A Common Stock and Class B Common Stock will be reclassified into a single class of Common Stock.

Representations, Warranties and Covenants

Termination

For additional information, refer to MTAC’s Current Report on Form 8-K, as filed with the SEC on November 14, 2022.

FAIR VALUE MEASUREMENTS

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

At March 31, 2023, assets held in the Trust Account were comprised of $20,219,328 in cash. During the three months ended March 31, 2023, the Company did not withdraw any of interest income from the Trust Account.

At December 31, 2022, assets held in the Trust Account were comprised of $19,827,884 in cash. During the year ended December 31, 2022, the Company withdrew $905,000 of interest income from the Trust Account to pay for taxes and $232,371,273 in connection with redemptions of common stock.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding loss and fair value of the Trust Account at March 31, 2023 and December 31, 2022, are as follows:


		March 31,		December 31,
	Level	2023		2022
Assets:
Cash and investments held in Trust Account	1	$	20,219,328	$	19,827,884

Liabilities:
Warrant Liabilities - Public Warrants	2	$	500,000	$	666,667
Warrant Liabilities - Private Placement Warrants	3	$	296,000	$	394,667

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

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

The key inputs into the Monte Carlo Simulation for the Private Placement Warrants as of March 31, 2023 and December 31, 2022, were as follows:


		March 31,			December 31,
	2023			2022
Exercise price	$	11.50		$	11.50
Stock price	$	10.20		$	10.03
Volatility		5.10	%		6.40	%
Term		5.23			5.25
Risk-free rate		3.53	%		3.91	%
Dividend yield		0.00	%		0.00	%

The following table presents the changes in the Level 3 fair value of warrant liabilities during the three months ended March 31, 2023 and December 31, 2022:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2022	$	394,667	$	—	$	394,667
Change in fair value		(98,667)		—		(98,667)
Fair value as of March 31, 2023	$	296,000	$	—	$	296,000


	Private Placement
Fair value as of December 31, 2021	$	2,565,333
Change in fair value		(1,282,666)
Fair value as of March 31, 2022	$	1,282,667

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the period ended March 31, 2023 and 2022.

NOTE 10. FAIR VALUE MEASUREMENTS

At December 31, 2021, assets held in the Trust Account were comprised of $250,007,295 in money market funds. During the year ended December 31, 2021, the Company withdrew $60,000 of interest income from the Trust Account to pay for taxes.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding loss and fair value of the Trust Account at December 31, 2022 and 2021, are as follows:


		December 31,		December 31,
	Level	2022		2021
Assets:
Cash and investments held in Trust Account	1	$	19,827,884	$	250,007,295

Liabilities:
Warrant Liabilities - Public Warrants	1	$	666,667	$	4,333,333
Warrant Liabilities - Private Placement Warrants	3	$	394,667	$	2,565,333

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


	December 31,			December 31,
	2022			2021
Exercise price	$	11.50		$	11.50
Stock price	$	10.03		$	9.88
Volatility		6.40	%		9.60	%
Term		5.25			5.16
Risk-free rate		3.91	%		1.27	%
Dividend yield		0.00	%		0.00	%

The following table presents the changes in the Level 3 fair value of warrant liabilities during the years ended December 31, 2022 and 2021:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333
Change in fair value		(2,170,666)		—		(2,170,666)
Fair value as of December 31, 2022	$	394,667	$	—	$	394,667


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2020	$	5,476,000	$	9,166,666	$	14,642,666
Change in fair value		(2,910,667)		(4,833,333)		(7,744,000)
Transfer to level 1		—		(4,333,333)		(4,333,333)
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $4,333,333, when the Public Warrants were separately listed and traded. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

PUBLIC OFFERING

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

PUBLIC OFFERING

PUBLIC OFFERING

NOTE 3. PUBLIC OFFERING

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

NOTE 3. PUBLIC OFFERING

INCOME TAX - Reconciliation of the federal income tax (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Effective income tax rate reconciliation, percent
Statutory federal income tax rate	21.00%	21.00%	21.00%	21.00%
State taxes, net of federal tax benefit			0.00%	0.00%
Change in fair value of warrant liabilities			(20.1)	(34.1)
Change in valuation allowance			8.40%	13.10%
Income tax provision	6.44%	0.00%	9.34%	0.00%

INCOME TAX

12 Months Ended

Dec. 31, 2022

INCOME TAX

INCOME TAX

NOTE 9. INCOME TAX

The Company’s net deferred tax assets for the year ended December 31, 2022 and 2021 are as follows:


	December 31,		December 31,
	2022		2021
Deferred tax assets
Net operating loss carryforward	$	—	$	40,819
Organizational costs/start-up expenses		1,160,666		606,383
Total deferred tax assets		1,160,666		647,202
Valuation allowance		(1,160,666)		(647,202)
Deferred tax assets, net of allowance	$	—	$	—

The income tax provision for the years ended December 31, 2022 and 2021 consisted of the following:


	For the Year Ended December 31,
	2022		2021
Federal
Current	$	570,854	$	—
Deferred		(513,464)		(625,111)

State and Local
Current		—		—
Deferred		—		—
Change in valuation allowance		513,464		625,111
Income tax provision	$	570,854	$	—

As of December 31, 2022 and 2021, the Company had a U.S. federal net operating loss carryover of approximately $0 and $194,000 available to offset future taxable income, respectively.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $513,464 and $625,111,respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:


	December 31,		December 31,
	2022		2021
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Change in fair value of warrant liabilities	(20.1)	%	(34.1)	%
Change in valuation allowance	8.4	%	13.1	%
Income tax provision	9.3	%	(0.0)	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

SUBSEQUENT EVENTS (Details) - USD ($)		3 Months Ended		12 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	Apr. 10, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Apr. 01, 2023	Feb. 08, 2023	Jan. 13, 2023
SUBSEQUENT EVENTS
Value of additional Promissory Note		$ 415,222	$ 265,000	$ 400,000	$ 544,000
TriSalus \| Merger Agreement
SUBSEQUENT EVENTS
Deposited in trust account				78,136
Extension Note
SUBSEQUENT EVENTS
Debt drawn amount				$ 78,136
Subsequent Events \| TriSalus \| Merger Agreement
SUBSEQUENT EVENTS
Deposited in trust account						$ 39,068
Subsequent Events \| Extension Note
SUBSEQUENT EVENTS
Debt drawn amount						$ 39,068
Subsequent Events \| Convertible Promissory Note
SUBSEQUENT EVENTS
Debt drawn amount								$ 159,000
Subsequent Events \| 2022 Promissory Note III
SUBSEQUENT EVENTS
Value of additional Promissory Note	$ 60,000
Debt drawn amount							$ 200,000	$ 215,222

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2022

INCOME TAX

Schedule of net deferred tax assets


	December 31,		December 31,
	2022		2021
Deferred tax assets
Net operating loss carryforward	$	—	$	40,819
Organizational costs/start-up expenses		1,160,666		606,383
Total deferred tax assets		1,160,666		647,202
Valuation allowance		(1,160,666)		(647,202)
Deferred tax assets, net of allowance	$	—	$	—

Schedule of income tax provision


	For the Year Ended December 31,
	2022		2021
Federal
Current	$	570,854	$	—
Deferred		(513,464)		(625,111)

State and Local
Current		—		—
Deferred		—		—
Change in valuation allowance		513,464		625,111
Income tax provision	$	570,854	$	—

Schedule of reconciliation of the federal income tax rate to the company's effective tax rate


	December 31,		December 31,
	2022		2021
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Change in fair value of warrant liabilities	(20.1)	%	(34.1)	%
Change in valuation allowance	8.4	%	13.1	%
Income tax provision	9.3	%	(0.0)	%

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one wholly-owned subsidiary, MTAC Merger Sub, Inc, a Delaware corporation (“MTAC Merger Sub”), which was incorporated on November 9, 2022.

As of March 31, 2023, the Company had not commenced any operations. All activity from inception through March 31, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, including the terminated Business Combination with Memic Innovative Surgery Ltd. and Maestro Merger Sub, Inc. (the “Memic Business Combination”) (as more fully described in Note 6) and TriSalus Business Combination (as defined and more fully described in Note 6). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, held in the Trust Account.

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

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

Following the closing of the Initial Public Offering on December 22, 2020, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. In December 2022, the Company instructed the trustee, Continental Stock Transfer & Trust Company, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in a demand deposit account. Accordingly, The funds in the Trust Account no longer contain marketable securities.

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

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

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

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

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

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by June 22, 2023 (or such earlier date as determined by the board of directors of the Company (the “Board”)) and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The Company will have until June 22, 2023 (or such earlier date as determined by the Board) to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

On December 12, 2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial Business Combination from December 22, 2022 to June 22, 2023 (or such earlier date as determined by the Board). The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on December 12, 2022.

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

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2023, the Company had $136,798 in its operating bank account and working capital deficit of $4,308,376, which excludes $54,972 of income taxes payable.

On December 30, 2021, the Company issued an unsecured promissory note to the Sponsor in the principal amount of $544,000 (the “2021 Promissory Note ”). The 2021 Promissory Note , as described in Note 5, does not bear interest and matures upon closing of the Company’s initial Business Combination. As of March 31, 2023 and December 31, 2022, there was $544,000 outstanding under the 2021 Promissory Note.

On January 28, 2022, the Company issued an unsecured promissory note in the principal amount of up to $400,000 to the Sponsor (the “2022 Promissory Note I”). The 2022 Promissory Note I, as described in Note 5, does not bear interest and matures upon closing of the Company’s initial Business Combination. As of March 31, 2023 and December 31, 2022, there was $400,000 outstanding under the 2022 Promissory Note I.

On December 16, 2022, the Company issued an unsecured promissory note in the principal amount of up to $1,000,000 to the Sponsor (the “2022 Promissory Note III”). The 2022 Promissory Note III, as described in Note 5, does not bear interest and matures upon closing of the Company’s initial Business Combination. As of March 31, 2023 and December 31, 2022, there was $415,222 and $0 outstanding under the 2022 Promissory Note III, respectively.

On May 24, 2022, the Company issued the Convertible Promissory Note (as defined in Note 5) in the principal amount of up to $1,500,000 to the Sponsor. As of March 31, 2023 and December 31, 2022, there were $1,500,000 and $1,341,000 outstanding under the Convertible Promissory Note, respectively.

On December 16, 2022, the Company issued a promissory note in the aggregate principal amount of up to $468,821 to the Sponsor (the “Extension Note”), pursuant to which the Sponsor agreed to loan to the Company up to $468,821 (the “Extension Funds”) to deposit into the Trust Account for the shares of Class A common stock of the Company (the “Public Shares”) that were not redeemed in connection with the extension of the Company’s termination date from December 22, 2022 to June 22, 2023 or such earlier date as determined by the Board (the “Extension”). The Extension Note, as described in Note 5, does not bear interest and is

repayable in full upon the date of the consummation of an initial Business Combination. As of March 31, 2023 and December 31, 2022, there were $156,274 and $39,068 outstanding under Extension Note, respectively.

The Company will deposit $0.04 per share into the Trust Account for each month (commencing on December 23, 2022 and ending on the 22nd day of each subsequent month) (the “Extension Deposit”), or portion thereof, that is needed by the Company to complete an initial Business Combination until June 22, 2023 or such earlier date as determined by the Board.

Pursuant to the TriSalus Merger Agreement, TriSalus (as defined under Note 6) has agreed to pay, as a transactional expense and not as a loan, 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 (as defined below) (TriSalus’ portion of such fees, the “TriSalus Extension Fees”), in addition to 50% of the amounts deposited into the Trust Account in connection with the Extension, 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 deposits for the Extension will terminate immediately at the earliest to occur of (i) the closing date of the TriSalus Business Combination (as defined under Note 6) and (ii) the valid termination of the TriSalus Merger Agreement. Upon such termination, the Company will have no obligation to repay the TriSalus Extension Fees or any portion of the Extension Funds paid by TriSalus.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 22, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 22, 2023.

Risks and Uncertainties

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

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one wholly-owned subsidiary that was created on November 9, 2022, MTAC Merger Sub, Inc, a Delaware corporation (“Merger Sub”).

As of December 31, 2022, the Company had not commenced any operations. All activity from inception through December 31, 2022, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, including the terminated Memic Business Combination and the Merger Agreement with TriSalus (as defined and more fully described in Note 6). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, held in the Trust Account.

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

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by June 22, 2023 (or such earlier date as determined by the board of directors of the Company (the “Board”)) and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

On December 12, 2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial business combination from December 22, 2022 to June 22, 2023 (or such earlier date as determined by the Board). The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on December 12, 2022.

Liquidity and Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2022, the Company had $153,563 in its operating bank account and working capital deficit of $2,114,252, which excludes $27,854 of income taxes payable.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

On December 30, 2021, the Company issued an unsecured promissory note to the Sponsor in the principal amount of $544,000 (the “2021 Promissory Note”). The 2021 Promissory Note, as described in Note 5, does not bear interest and matures upon closing of the Company’s initial Business Combination. As of December 31, 2022 and 2021, there was $544,000 outstanding under the 2021 Promissory Note.

On January 28, 2022, the Company issued an unsecured promissory note in the principal amount of up to $400,000 to the Sponsor (the “2022 Promissory Note”). The 2022 Promissory Note, as described in Note 5, does not bear interest and matures upon closing of the Company’s initial Business Combination. As of December 31, 2022 and 2021, there was $400,000 and $0 outstanding under the 2022 Promissory Note, respectively.

On May 24, 2022, the Company issued the Convertible Promissory Note (as defined in Note 5) in the principal amount of up to $1,500,000 to the Sponsor. As of December 31, 2022 and 2021, there were amounts of $1,341,000 and $0 outstanding under the Convertible Promissory Note, respectively.

On December 16, 2022, the Company issued a promissory note in the aggregate principal amount of up to $468,821 to the Sponsor (the “Extension Note”), pursuant to which the Sponsor agreed to loan to the Company up to $468,821 (the “Extension Funds”) to deposit into the Company’s trust account (the “Trust Account”) for the shares of Class A common stock of the Company (the “Public Shares”) that were not redeemed in connection with the extension of the Company’s termination date from December 22, 2022 to June 22, 2023 or such earlier date as determined by the Board (the “Extension”). The Extension Note, as described in Note 5, does not bear interest and is repayable in full upon the date of the consummation of an initial business combination. As of December 31, 2022 and 2021, there were the amounts of $39,068 and $0 outstanding under Extension Note, respectively.

The Company will deposit $0.04 per share into the Trust Account for each month (commencing on December 23, 2022 and ending on the 22nd day of each subsequent month) (the “Extension Deposit”), or portion thereof, that is needed by the Company to complete an initial business combination until June 22, 2023 or such earlier date as determined by the Board (the “Extension”).

Pursuant to the Merger Agreement, TriSalus has agreed to pay, as a transactional expense and not as a loan, 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 (as defined below) (TriSalus’ portion of such fees, the “TriSalus Extension Fees”), in addition to 50% of the amounts deposited into the Trust Account in connection with the Extension, 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 deposits for the Extension will terminate immediately at the earliest to occur of (i) the closing date of the TriSalus Business Combination and (ii) the valid termination of the Merger Agreement. Upon such termination, the Company will have no obligation to repay the TriSalus Extension Fees or any portion of the Extension Funds paid by TriSalus.

On December 16, 2022, the Company issued an unsecured promissory note in the principal amount of up to $1,000,000 (the “Working Capital Note”) to the Sponsor for working capital purposes, which may be drawn down from time to time upon request by the Company. The Working Capital Note does not bear interest and the principal amount will not be payable if the Company fails to complete its initial business combination within the required time period as set forth in its amendment and restated certificate of incorporation, as amended from time to time. As of December 31, 2022 and 2021, there was no outstanding amount under the Working Capital Note.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 22, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 22, 2023.

Risks and Uncertainties

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

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

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, a vote by the stockholders to extend the period of time to complete the Company’s initial Business Combination (the “extension vote”) or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 625		$ (21,485,011)	$ (21,484,386)
Balance at the beginning (in shares) at Dec. 31, 2020	6,250,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income			4,767,283	4,767,283
Accretion for Class A common stock to redemption amount				2,093,167
Balance at the ending at Dec. 31, 2021	$ 625		(16,717,728)	(16,717,103)
Balance at the ending (in shares) at Dec. 31, 2021	6,250,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income			2,836,725	2,836,725
Balance at the ending at Mar. 31, 2022	$ 625		(13,881,003)	(13,880,378)
Balance at the ending (in shares) at Mar. 31, 2022	6,250,000
Balance at the beginning at Dec. 31, 2021	$ 625		(16,717,728)	(16,717,103)
Balance at the beginning (in shares) at Dec. 31, 2021	6,250,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income			5,539,079	5,539,079
Investment pursuant to business combination agreement		$ 82,741		82,741
Accretion for Class A common stock to redemption amount		(82,741)	(2,088,562)	(2,171,303)
Balance at the ending at Dec. 31, 2022	$ 625		(13,267,211)	(13,266,586)
Balance at the ending (in shares) at Dec. 31, 2022	6,250,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income			(448,097)	(448,097)
Investment pursuant to business combination agreement		199,633		199,633
Accretion for Class A common stock to redemption amount		$ (224,633)	(139,693)	(364,326)
Balance at the ending at Mar. 31, 2023	$ 625		$ (13,855,001)	$ (13,854,376)
Balance at the ending (in shares) at Mar. 31, 2023	6,250,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

WARRANT LIABILITIES

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

WARRANT LIABILITIES

WARRANT LIABILITIES

NOTE 8. WARRANT LIABILITIES

As of March 31, 2023 and December 31, 2022, there were 8,333,333 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

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

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

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

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

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

●

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

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

shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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

As of March 31, 2023 and December 31, 2022, there were 4,933,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 8. WARRANT LIABILITIES

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

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

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

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

●

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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

FAIR VALUE MEASUREMENTS

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS


		March 31,		December 31,
	Level	2023		2022
Assets:
Cash and investments held in Trust Account	1	$	20,219,328	$	19,827,884

Liabilities:
Warrant Liabilities - Public Warrants	2	$	500,000	$	666,667
Warrant Liabilities - Private Placement Warrants	3	$	296,000	$	394,667

The key inputs into the Monte Carlo Simulation for the Private Placement Warrants as of March 31, 2023 and December 31, 2022, were as follows:


		March 31,			December 31,
	2023			2022
Exercise price	$	11.50		$	11.50
Stock price	$	10.20		$	10.03
Volatility		5.10	%		6.40	%
Term		5.23			5.25
Risk-free rate		3.53	%		3.91	%
Dividend yield		0.00	%		0.00	%

The following table presents the changes in the Level 3 fair value of warrant liabilities during the three months ended March 31, 2023 and December 31, 2022:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2022	$	394,667	$	—	$	394,667
Change in fair value		(98,667)		—		(98,667)
Fair value as of March 31, 2023	$	296,000	$	—	$	296,000


	Private Placement
Fair value as of December 31, 2021	$	2,565,333
Change in fair value		(1,282,666)
Fair value as of March 31, 2022	$	1,282,667

NOTE 10. FAIR VALUE MEASUREMENTS


		December 31,		December 31,
	Level	2022		2021
Assets:
Cash and investments held in Trust Account	1	$	19,827,884	$	250,007,295

Liabilities:
Warrant Liabilities - Public Warrants	1	$	666,667	$	4,333,333
Warrant Liabilities - Private Placement Warrants	3	$	394,667	$	2,565,333

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


	December 31,			December 31,
	2022			2021
Exercise price	$	11.50		$	11.50
Stock price	$	10.03		$	9.88
Volatility		6.40	%		9.60	%
Term		5.25			5.16
Risk-free rate		3.91	%		1.27	%
Dividend yield		0.00	%		0.00	%

The following table presents the changes in the Level 3 fair value of warrant liabilities during the years ended December 31, 2022 and 2021:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333
Change in fair value		(2,170,666)		—		(2,170,666)
Fair value as of December 31, 2022	$	394,667	$	—	$	394,667


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2020	$	5,476,000	$	9,166,666	$	14,642,666
Change in fair value		(2,910,667)		(4,833,333)		(7,744,000)
Transfer to level 1		—		(4,333,333)		(4,333,333)
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333

- Definition

+ References + Details

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Founder Shares - Sponsor - Class B Common Stock		1 Months Ended	3 Months Ended	12 Months Ended
	Sep. 11, 2020 USD ($) shares	Dec. 31, 2020 shares	Mar. 31, 2023 D $ / shares shares	Dec. 31, 2022 D $ / shares shares
RELATED PARTY TRANSACTIONS
Number of shares issued	5,750,000
Aggregate purchase price \| $	$ 25,000
Share dividend		0.1
Aggregate number of shares owned		6,325,000
Restrictions on transfer period of time after business combination completion			1 year	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares			$ 12.00	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			20	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			30	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days	150 days
Over-allotment option
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture			75,000	75,000
Shares no longer subject to forfeiture			0	0

STOCKHOLDERS' DEFICIT

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Class A Common Stock— The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2023 and December 31,2022, there were 1,953,422 and 1,953,422 shares of Class A common stock subject to possible redemption which are presented as temporary equity, respectively.

Class B Common Stock— The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were 6,250,000 shares of Class B common stock issued and outstanding.

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

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

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 1,953,422 and 25,000,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity, respectively.

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

The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one for one

basis. The Company cannot determine at this time whether a majority of the holders of Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

SUBSEQUENT EVENTS - (Details) - USD ($)	Apr. 01, 2023	Feb. 08, 2023	Jan. 13, 2023	Dec. 31, 2022
TriSalus \| Merger Agreement
SUBSEQUENT EVENTS
Deposited in trust account				$ 78,136
Extension Note
SUBSEQUENT EVENTS
Debt drawn amount				$ 78,136
Subsequent Events \| TriSalus \| Merger Agreement
SUBSEQUENT EVENTS
Deposited in trust account	$ 39,068
Subsequent Events \| Convertible Promissory Note
SUBSEQUENT EVENTS
Debt drawn amount			$ 159,000
Subsequent Events \| 2022 Promissory Note III
SUBSEQUENT EVENTS
Debt drawn amount		$ 200,000	$ 215,222
Subsequent Events \| Extension Note
SUBSEQUENT EVENTS
Debt drawn amount	$ 39,068

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

STOCKHOLDERS' DEFICIT - Preferred Stock (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
General and administrative expenses	$ 843,346	$ 669,807	$ 2,746,125	$ 3,040,714
Loss from operations	(843,346)	(669,807)	(2,746,125)	(3,040,714)
Other income:
Change in fair value of warrant liabilities	265,334	3,449,332	5,837,332	7,744,000
Interest earned on cash and investments held in Trust Account	157,033	57,200	3,018,726	63,997
Total other income	422,367	3,506,532	8,856,058	7,807,997
(Loss) Income before provision for income taxes	(420,979)	2,836,725	6,109,933	4,767,283
Provision for income taxes	(27,118)		(570,854)
Net (loss) income	$ (448,097)	$ 2,836,725	$ 5,539,079	$ 4,767,283
Class A common stock
Other income:
Weighted average shares outstanding, basic	1,953,422	25,000,000	23,358,326	25,000,000
Weighted average shares outstanding, diluted	1,953,422	25,000,000	23,358,326	25,000,000
Basic net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Diluted net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Class B common stock
Other income:
Weighted average shares outstanding, basic	6,250,000	6,250,000	6,250,000	6,250,000
Weighted average shares outstanding, diluted	6,250,000	6,250,000	6,250,000	6,250,000
Basic net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Diluted net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
General and administrative expenses	$ 843,346	$ 669,807	$ 2,746,125	$ 3,040,714
Loss from operations	(843,346)	(669,807)	(2,746,125)	(3,040,714)
Other income:
Change in fair value of warrant liabilities	265,334	3,449,332	5,837,332	7,744,000
Interest earned on marketable securities held in Trust Account	157,033	57,200	3,018,726	63,997
Total other income	422,367	3,506,532	8,856,058	7,807,997
(Loss) Income before provision for income taxes	(420,979)	2,836,725	6,109,933	4,767,283
Provision for income taxes	(27,118)		(570,854)
Net (loss) income	$ (448,097)	$ 2,836,725	$ 5,539,079	$ 4,767,283
Class A common stock
Other income:
Weighted average shares outstanding, basic	1,953,422	25,000,000	23,358,326	25,000,000
Weighted average shares outstanding, diluted	1,953,422	25,000,000	23,358,326	25,000,000
Basic net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Diluted net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Class B common stock
Other income:
Weighted average shares outstanding, basic	6,250,000	6,250,000	6,250,000	6,250,000
Weighted average shares outstanding, diluted	6,250,000	6,250,000	6,250,000	6,250,000
Basic net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Diluted net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Cash and Investments Held in Trust Account

Class A Common Stock Subject to Possible Redemption

At March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed consolidated balance sheets is reconciled in the following table:


Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022		19,800,030
Plus:
Accretion of carrying value to redemption value		364,326
Class A common stock subject to possible redemption, March 31, 2023	$	20,164,356

Class A Common Stock Subject to Possible Redemption

In connection with the special meeting in lieu of the 2022 annual meeting of stockholders held by the Company on December 12, 2022, stockholders holding 23,046,578 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $232.37 million (approximately $10.08 per Public Share) was removed from the Trust Account to pay such holders and approximately $19.70 million remains in the Trust Account. Following redemptions, the Company has 1,953,422 Public Shares outstanding. $78,137 was deposited into the Trust Account of which 50% was be drawn down under the Extension Note and 50% was funded by TriSalus.

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


Class A common stock subject to possible redemption, January 1, 2021	$	250,000,000
Plus:
Accretion of carrying value to redemption value
Class A common stock subject to possible redemption, December 31, 2021		250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022	$	19,800,030

Offering Costs

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

Warrant Liabilities

Income Taxes

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.34% and 0% for the years ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net Income per Common Stock

Net (Loss) Income per Share of Common Stock

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


	For the Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per Share of common stock
Numerator:
Allocation of net (loss) income	$	(106,702)	$	(341,395)	$	2,269,380	$	567,345
Denominator:
Basic and diluted weighted average shares outstanding		1,953,422		6,250,000		25,000,000		6,250,000
Basic and diluted net (loss) income per Share of common stock	$	(0.05)	$	(0.05)	$	0.09	$	0.09

Net Income per Common Stock

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


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	4,369,839	$	1,169,240	$	3,813,826	$	953,457
Denominator:
Basic and diluted weighted average shares outstanding		23,358,326		6,250,000		25,000,000		6,250,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.15	$	0.15

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Fair Value of Financial Instruments

●

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

●

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities (See Note 10).

●

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

●

Recent Accounting Standards

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

Recent Accounting Standards

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per common stock (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock
Numerator:
Allocation of net (loss) income	$ (106,702)	$ 2,269,380	$ 4,369,839	$ 3,813,826
Denominator:
Weighted average shares outstanding, basic	1,953,422	25,000,000	23,358,326	25,000,000
Weighted average shares outstanding, diluted	1,953,422	25,000,000	23,358,326	25,000,000
Basic net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Diluted net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Class B Common Stock
Numerator:
Allocation of net (loss) income	$ (341,395)	$ 567,345	$ 1,169,240	$ 953,457
Denominator:
Weighted average shares outstanding, basic	6,250,000	6,250,000	6,250,000	6,250,000
Weighted average shares outstanding, diluted	6,250,000	6,250,000	6,250,000	6,250,000
Basic net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Diluted net (loss) income per share	$ (0.05)	$ 0.09	$ 0.19	$ 0.15

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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WARRANT LIABILITIES

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

WARRANT LIABILITIES

WARRANT LIABILITIES

NOTE 8. WARRANT LIABILITIES

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

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

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

●

NOTE 8. WARRANT LIABILITIES

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

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

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

●

RELATED PARTY TRANSACTIONS

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On September 11, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In December 2020, the Company effected a stock dividend for 0.1 shares for each share of Class B common stock outstanding, resulting in 6,325,000 Founder Shares outstanding. As a result of the partial over-allotment exercised by the underwriters, 75,000 shares of Class B common stock were forfeited, and no shares remain subject to forfeiture.

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

Administrative Services Agreement

The Company entered into an agreement, commencing on December 22, 2020, to pay the Sponsor an amount not to exceed $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2023, the Company incurred $30,000, in fees for these services. For the three months ended March 31, 2022, the Company incurred $30,000, in fees for these services. There were $270,000 and $240,000 included in accrued expenses for these services in the accompanying consolidated balance sheets at March 31, 2023 and December 31, 2022, respectively.

Promissory Note - Related Party

On December 30, 2021, the Company issued the 2021 Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $544,000. The 2021 Promissory Note is non-interest bearing. No amount shall be due under the 2021 Promissory Note if the Business Combination is not consummated within the Combination Period. As of March 31, 2023 and December 31, 2022, there was $544,000 outstanding under the 2021 Promissory Note.

is not consummated within the Combination Period. As of March 31, 2023 and December 31, 2022, there were amounts of $400,000 outstanding under the 2022 Promissory Note I.

On December 16, 2022, the Company issued the 2022 Promissory Note III, an unsecured promissory note in the principal amount of up to $1,000,000 to the Sponsor for working capital purposes, which may be drawn down from time to time upon request by the Company. The 2022 Promissory Note III does not bear interest and the principal amount will not be payable if the Company fails to complete its initial Business Combination within the Combination Period. As of March 31, 2023 and December 31, 2022, there were amounts of $415,222 and $0 outstanding under the 2022 Promissory Note III, respectively.

Extension Note

On December 16, 2022, the Company issued the Extension Note, a promissory note in the aggregate principal amount of up to $468,821 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company the Extension Funds to deposit into the Trust Account for the Public Shares that were not redeemed in connection with the Extension. The Extension Note does not bear interest and is repayable in full upon the date of the consummation of an initial Business Combination. As of March 31, 2023 and December 31, 2022, there were amounts of $156,274 and $39,068 outstanding under Extension Note, respectively.

Related Party Loans

On May 24, 2022, the Company entered into the Working Capital Loans through the issuance of 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 initial 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 initial 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. The Company determined that the fair value of the Convertible Promissory Note was par value.

As of March 31, 2023 and December 31, 2022, the Company had $1,500,000 and $1,341,000, respectively, borrowings under the Convertible Promissory Note.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On September 11, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In December 2020, the Company effected a stock dividend for 0.1 shares for each share of Class B common stock outstanding,resulting in 6,325,000 Founder Shares outstanding. As a result of the partial over-allotment exercised by the underwriters, 75,000 shares of Class B common stock were forfeited, and no shares remain subject to forfeiture.

Administrative Services Agreement

The Company entered into an agreement, commencing on December 22, 2020, to pay the Sponsor an amount not to exceed $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred $120,000, in fees for these services. For the year ended December 31, 2021, the Company incurred $120,000, in fees for these services. There were $240,000 and $120,000 included in accrued expenses for these services in the accompanying consolidated balance sheets at December 31, 2022 and 2021, respectively.

Promissory Note — Related Party

On December 30, 2021, the Company issued the 2021 Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $544,000. The 2021 Promissory Note is non-interest bearing. No amount shall be due under the 2021 Promissory Note if the Business Combination is not consummated on or before June 22, 2023 (or such earlier date as determined by the Board). As of December 31, 2022 and 2021, there was $544,000 outstanding under the 2021 Promissory Note.

On January 28, 2022, the Company issued the 2022 Promissory Note I in the principal amount of up to $400,000 to the Sponsor. The 2022 Promissory Note is non-interest bearing. No amount shall be due under 2022 Promissory Note if the Business Combination is not consummated on or before June 22, 2023 (or such earlier date as determined by the Board). As of December 31, 2022 and 2021, there were amounts of $400,000 and $0 outstanding under the 2022 Promissory Note, respectively.

On December 16, 2022, the Company issued the Extension Note, a promissory note in the aggregate principal amount of up to $468,821 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company the Extension Funds to deposit into the Trust Account for the Public Shares that were not redeemed in connection with the Extension. The Extension Note does not bear interest and is repayable in full upon the date of the consummation of an initial business combination. As of December 31, 2022 and 2021, there was $39,068 and $0 outstanding under Extension Note, respectively.

On December 16, 2022, the Company issued the 2022 Promissory Note I, an unsecured promissory note in the principal amount of up to $1,000,000 to the Sponsor for working capital purposes, which may be drawn down from time to time upon request by the Company. The Working Capital Note does not bear interest and the principal amount will not be payable if the Company fails to complete its initial business combination within the Combination Period. As of December 31, 2022 and 2021, there was no outstanding under Working Capital Note, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants as described in Note 8.

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 initial Business Combination (“Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and payable on the earlier of (i) the date of the initial 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. The Company determined that the fair value of the Convertible Promissory Note was par value. As of December 31, 2022 and 2021, the Company had $1,341,000 and $0, respectively, borrowings under the Working Capital Loans.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income per common stock (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock
Numerator:
Allocation of net income	$ (106,702)	$ 2,269,380	$ 4,369,839	$ 3,813,826
Denominator:
Weighted average shares outstanding, basic	1,953,422	25,000,000	23,358,326	25,000,000
Weighted average shares outstanding, diluted	1,953,422	25,000,000	23,358,326	25,000,000
Basic net income per share of common stock	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Diluted net income per share of common stock	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Class B Common Stock
Numerator:
Allocation of net income	$ (341,395)	$ 567,345	$ 1,169,240	$ 953,457
Denominator:
Weighted average shares outstanding, basic	6,250,000	6,250,000	6,250,000	6,250,000
Weighted average shares outstanding, diluted	6,250,000	6,250,000	6,250,000	6,250,000
Basic net income per share of common stock	$ (0.05)	$ 0.09	$ 0.19	$ 0.15
Diluted net income per share of common stock	$ (0.05)	$ 0.09	$ 0.19	$ 0.15

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

+ Details

FAIR VALUE MEASUREMENTS - Monte Carlo Simulation for the Private Placement Warrants (Details) - Level 3	Mar. 31, 2023 $ / shares Y	Dec. 31, 2022 $ / shares Y	Dec. 31, 2021 $ / shares Y
Exercise price
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	11.50	11.50	11.50
Stock price
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	10.20	10.03	9.88
Volatility
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	0.0510	0.0640	0.0960
Term
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input \| Y	5.23	5.25	5.16
Risk-free rate
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	0.0353	0.0391	0.0127
Dividend yield
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	0.0000	0.0000	0.0000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)		3 Months Ended	12 Months Ended
	Dec. 22, 2020 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) item $ / shares shares	Dec. 31, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item		1	1
Purchase price, per unit \| $ / shares		$ 10.00	$ 10.00
Payments for investment of cash in trust account			$ 78,136
Transaction costs	$ 14,161,525
Underwriting fees	5,000,000
Deferred underwriting fee payable	8,750,000	$ 8,750,000	$ 8,750,000	$ 8,750,000
Other offering costs	$ 411,525
Condition for future business combination use of proceeds percentage		80	80
Condition for future business combination threshold percentage ownership		50	50
Condition for future business combination threshold net tangible assets		$ 5,000,001	$ 5,000,001
Redemption period upon closure	10 days		10 days
Redemption limit percentage without prior consent		15	15
Obligation to redeem public shares if entity does not complete a business combination (as a percent)		100.00%	100.00%
Maximum allowed dissolution expenses	$ 100,000		$ 100,000
Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) \| shares		4,933,333	4,933,333
Price of warrant \| $ / shares		$ 1.50
Proceeds from sale of private placements warrants		$ 7,400,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares	25,000,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 250,000,000
Payments for investment of cash in trust account	$ 250,000,000
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price of warrant \| $ / shares	$ 11.50
Private Placement \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) \| shares	4,933,333
Price of warrant \| $ / shares	$ 1.50
Proceeds from sale of private placements warrants	$ 7,400,000
Public Shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price, per unit \| $ / shares		$ 10.00
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares	3,000,000
Purchase price, per unit \| $ / shares	$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			3 Months Ended		12 Months Ended
	Dec. 12, 2022	Dec. 22, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash			$ 136,798		$ 153,563	$ 200,884
Cash equivalents			$ 0		$ 0	$ 0
Number of public shares held	23,046,578
Amount removed from Trust Account	$ 232,370,000
Per share removal from Trust Account	$ 10.08
Remaining amount held in the Trust Account	$ 19,700,000
Shares outstanding	1,953,422				1,953,422
Deposited into Trust Account	$ 78,137				$ 78,137
Percent of deposits funded by TriSalus	50.00%				50.00%
Redemption price per share			$ 10.32		$ 10.14
Offering costs		$ 14,161,525
Income tax provision			6.44%	0.00%	9.34%	0.00%
Statutory tax rate			21.00%	21.00%	21.00%	21.00%
Unrecognized tax benefits			$ 0		$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties					$ 0	$ 0
Extension Note
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Percent of deposits drawn down	50.00%				50.00%
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs related to IPO		13,638,664
Class A Common Stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares subject to redemption			1,953,422		1,953,422
Anti-dilutive securities attributable to warrants (in shares)					13,266,666
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Redemption price per share					$ 10.14	$ 10.00
Number of shares subject to redemption			1,953,422		1,953,422	25,000,000
Anti-dilutive securities attributable to warrants (in shares)			13,266,666
Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs		514,106
Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs		$ 8,755

FAIR VALUE MEASUREMENTS - Assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash and investments held in Trust Account	$ 20,219,328	$ 19,827,884	$ 250,007,295
Liabilities:
Warrant liabilities	796,000	1,061,334	6,898,666
Level 1 \| Recurring
Assets:
Cash and investments held in Trust Account	20,219,328	19,827,884	250,007,295
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant liabilities		666,667	4,333,333
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant liabilities	$ 296,000	$ 394,667	$ 2,565,333

STOCKHOLDERS' DEFICIT

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 1,953,422 and 25,000,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity, respectively.

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

- Definition

+ References

+ Details

INCOME TAX - Deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax asset
Net operating loss carryforward	$ 0	$ 40,819
Organizational costs/start-up expenses	1,160,666	606,383
Total deferred tax assets	1,160,666	647,202
Valuation allowance	(1,160,666)	(647,202)
Deferred tax assets, net of allowance	$ 0	$ 0

STOCKHOLDERS' DEFICIT - Common Stock (Details)	3 Months Ended	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock (Details)	Mar. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 Vote $ / shares shares	Sep. 30, 2022 shares	Dec. 31, 2021 $ / shares shares
STOCKHOLDERS' DEFICIT
Number of Class A common stock issued upon conversion of each share (in shares)	1
Class A Common Stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized (in shares)	100,000,000	100,000,000		100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, votes per share \| Vote	1	1
Common stock, shares issued (in shares)	0	0		0
Common stock, shares outstanding (in shares)	0	0		0
Number of shares subject to redemption	1,953,422	1,953,422
Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Number of shares subject to redemption	1,953,422	1,953,422		25,000,000
Class B Common Stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized (in shares)	10,000,000	10,000,000		10,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, votes per share \| Vote	1	1
Common stock, shares issued (in shares)	6,250,000	6,250,000		6,250,000
Common stock, shares outstanding (in shares)	6,250,000	6,250,000	6,250,000	6,250,000
Number of Class A common stock issued upon conversion of each share (in shares)		1
Ratio to be applied to the stock in the conversion	20	20

FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended		12 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Cash and investments held in Trust Account	$ 20,219,328		$ 19,827,884	$ 250,007,295
Cash withdrawn of interest income from the Trust Account	0	$ 11,000	905,000	60,000
Proceeds from trust account in connection with redemption	$ 232,371,273		$ 232,371,273	$ 232,371,273

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Cash and Investments Held in Trust Account

Class A Common Stock Subject to Possible Redemption

At March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed consolidated balance sheets is reconciled in the following table:


Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022		19,800,030
Plus:
Accretion of carrying value to redemption value		364,326
Class A common stock subject to possible redemption, March 31, 2023	$	20,164,356

Offering Costs

Warrant Liabilities

Income Taxes

Net (Loss) Income per Share of Common Stock

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


	For the Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per Share of common stock
Numerator:
Allocation of net (loss) income	$	(106,702)	$	(341,395)	$	2,269,380	$	567,345
Denominator:
Basic and diluted weighted average shares outstanding		1,953,422		6,250,000		25,000,000		6,250,000
Basic and diluted net (loss) income per Share of common stock	$	(0.05)	$	(0.05)	$	0.09	$	0.09

Concentration of Credit Risk

Fair Value of Financial Instruments

●

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

●

Recent Accounting Standards

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Cash and Investments Held in Trust Account

Class A Common Stock Subject to Possible Redemption

In connection with the special meeting in lieu of the 2022 annual meeting of stockholders held by the Company on December 12, 2022, stockholders holding 23,046,578 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $232.37 million (approximately $10.08 per Public Share) was removed from the Trust Account to pay such holders and approximately $19.70 million remains in the Trust Account. Following redemptions, the Company has 1,953,422 Public Shares outstanding. $78,137 was deposited into the Trust Account of which 50% was be drawn down under the Extension Note and 50% was funded by TriSalus.

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


Class A common stock subject to possible redemption, January 1, 2021	$	250,000,000
Plus:
Accretion of carrying value to redemption value
Class A common stock subject to possible redemption, December 31, 2021		250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022	$	19,800,030

Offering Costs

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

Warrant Liabilities

Income Taxes

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.34% and 0% for the years ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net Income per Common Stock

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


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	4,369,839	$	1,169,240	$	3,813,826	$	953,457
Denominator:
Basic and diluted weighted average shares outstanding		23,358,326		6,250,000		25,000,000		6,250,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.15	$	0.15

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities (See Note 10).

●

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

●

Recent Accounting Standards

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

WARRANT LIABILITIES (Details)	3 Months Ended	12 Months Ended
WARRANT LIABILITIES (Details)	Mar. 31, 2023 USD ($) D item $ / shares shares	Dec. 31, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 shares
Warrants
WARRANT LIABILITIES
Maximum period after business combination in which to file registration statement	15 days	15 days
Period of time within which registration statement is expected to become effective	60 days	60 days
Private Placement Warrants
WARRANT LIABILITIES
Sale of private placement warrants (in shares) \| shares	4,933,333	4,933,333
Restrictions on transfer period of time after business combination completion		30 days
Warrants outstanding \| shares		4,933,333	4,933,333
Public Warrants
WARRANT LIABILITIES
Warrants outstanding \| $	$ 8,333,333	$ 8,333,333
Warrant exercise period condition one	30 days	30 days
Warrant exercise period condition two	12 months	12 months
Public warrants expiration term	5 years	5 years
Share price trigger used to measure dilution of warrants \| $ / shares	$ 9.20	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60	60
Trading period after business combination used to measure dilution of warrant \| D	20	20
Warrant exercise price adjustment multiple	115	115
Warrant redemption price adjustment multiple	180	180
Restrictions on transfer period of time after business combination completion	30 days
Warrants outstanding \| shares		8,333,333	8,333,333
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
WARRANT LIABILITIES
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01	$ 0.01
Redemption period	30 days	30 days
Warrant redemption condition minimum share price \| $ / shares	$ 18.00	$ 18.00
Threshold trading days for redemption of public warrants \| D	20	20
Threshold consecutive trading days for redemption of public warrants \| D	30	30
Threshold number of business days before sending notice of redemption to warrant holders	3	3

PRIVATE PLACEMENT (Details) - USD ($)		3 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Dec. 22, 2020	Mar. 31, 2023	Dec. 31, 2022
Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued		4,933,333	4,933,333
Price of warrants		$ 1.50
Aggregate purchase price		$ 7,400,000
Number of shares per warrant		1
Private Placement
PRIVATE PLACEMENT
Price of warrants	$ 11.50
Private Placement \| Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	4,933,333
Price of warrants	$ 1.50
Aggregate purchase price	$ 7,400,000
Number of shares per warrant	1

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Liquidity (Details) - USD ($)		3 Months Ended	12 Months Ended
	Dec. 30, 2021	Mar. 31, 2023	Dec. 31, 2022	Dec. 16, 2022	May 24, 2022	Jan. 28, 2022	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Operating bank accounts			$ 153,563
Cash operating bank account		$ 136,798	153,563				$ 200,884
Working capital		4,308,376	2,114,252
Maximum borrowing capacity of related party promissory note				$ 468,821
Outstanding amount			39,068				0
Aggregate principal amount			$ 1,500,000		$ 1,500,000
Share price			$ 0.04
Percentage of transactional fee paid			50.00%
Amount of convertible promissory note			$ 1,500,000		1,500,000
Convertible promissory note outstanding		1,341,000	$ 1,341,000				0
Percentage of amount deposited in trust account			50.00%
Extension Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum borrowing capacity of related party promissory note				468,821
Outstanding amount		156,274	$ 39,068
2022 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Borrowed aggregate principal amount				1,000,000
Promissory Note - Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum borrowing capacity of related party promissory note	$ 544,000
Outstanding amount		544,000	544,000
Promissory Note - Related Party \| 2022 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Borrowed aggregate principal amount				1,000,000
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Income taxes payable		54,972
Due to the Sponsor for certain reimbursable expenses			27,854
Sponsor \| 2022 Promissory Note III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Outstanding amount		415,222	0
Borrowed aggregate principal amount				1,000,000
Sponsor \| Promissory Note - Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum borrowing capacity of related party promissory note				468,821
Outstanding amount			544,000				544,000
Borrowed aggregate principal amount				468,821	$ 1,500,000
Sponsor \| Promissory Note - Related Party \| 2021 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum borrowing capacity of related party promissory note	544,000
Outstanding amount		544,000	544,000
Due to the Sponsor for certain reimbursable expenses	$ 544,000
Sponsor \| Promissory Note - Related Party \| 2022 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Outstanding amount		400,000	400,000				$ 0
Borrowed aggregate principal amount						$ 400,000
Sponsor \| Promissory Note - Related Party \| 2022 Promissory Note III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Outstanding amount		$ 415,222	$ 0
Borrowed aggregate principal amount				$ 1,000,000

PUBLIC OFFERING

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

PUBLIC OFFERING

PUBLIC OFFERING

NOTE 3. PUBLIC OFFERING

SUBSEQUENT EVENTS

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

On April 10, 2023, the Company drew an additional $60,000 on 2022 Promissory Note III as described in Note 5.

NOTE 11. SUBSEQUENT EVENTS

On January 13, 2023, the Company drew an additional $159,000 on the Convertible Promissory Note as described in Note 5.

On January 13, 2023 and February 8, 2023, the Company drew an additional $215,222 and $200,000 on the 2022 Promissory Note III as described in Note 5, respectively.

RELATED PARTY TRANSACTIONS

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Promissory Note - Related Party

is not consummated within the Combination Period. As of March 31, 2023 and December 31, 2022, there were amounts of $400,000 outstanding under the 2022 Promissory Note I.

Extension Note

Related Party Loans

As of March 31, 2023 and December 31, 2022, the Company had $1,500,000 and $1,341,000, respectively, borrowings under the Convertible Promissory Note.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On September 11, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In December 2020, the Company effected a stock dividend for 0.1 shares for each share of Class B common stock outstanding,resulting in 6,325,000 Founder Shares outstanding. As a result of the partial over-allotment exercised by the underwriters, 75,000 shares of Class B common stock were forfeited, and no shares remain subject to forfeiture.

Administrative Services Agreement

The Company entered into an agreement, commencing on December 22, 2020, to pay the Sponsor an amount not to exceed $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred $120,000, in fees for these services. For the year ended December 31, 2021, the Company incurred $120,000, in fees for these services. There were $240,000 and $120,000 included in accrued expenses for these services in the accompanying consolidated balance sheets at December 31, 2022 and 2021, respectively.

Promissory Note — Related Party

On December 30, 2021, the Company issued the 2021 Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $544,000. The 2021 Promissory Note is non-interest bearing. No amount shall be due under the 2021 Promissory Note if the Business Combination is not consummated on or before June 22, 2023 (or such earlier date as determined by the Board). As of December 31, 2022 and 2021, there was $544,000 outstanding under the 2021 Promissory Note.

On December 16, 2022, the Company issued the Extension Note, a promissory note in the aggregate principal amount of up to $468,821 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company the Extension Funds to deposit into the Trust Account for the Public Shares that were not redeemed in connection with the Extension. The Extension Note does not bear interest and is repayable in full upon the date of the consummation of an initial business combination. As of December 31, 2022 and 2021, there was $39,068 and $0 outstanding under Extension Note, respectively.

Related Party Loans

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Class A common stock subject to possible redemption reflected in the balance sheets reconciled


Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022		19,800,030
Plus:
Accretion of carrying value to redemption value		364,326
Class A common stock subject to possible redemption, March 31, 2023	$	20,164,356


Class A common stock subject to possible redemption, January 1, 2021	$	250,000,000
Plus:
Accretion of carrying value to redemption value
Class A common stock subject to possible redemption, December 31, 2021		250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022	$	19,800,030

Schedule of basic and diluted net (loss) income per common stock

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


	For the Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per Share of common stock
Numerator:
Allocation of net (loss) income	$	(106,702)	$	(341,395)	$	2,269,380	$	567,345
Denominator:
Basic and diluted weighted average shares outstanding		1,953,422		6,250,000		25,000,000		6,250,000
Basic and diluted net (loss) income per Share of common stock	$	(0.05)	$	(0.05)	$	0.09	$	0.09

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


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	4,369,839	$	1,169,240	$	3,813,826	$	953,457
Denominator:
Basic and diluted weighted average shares outstanding		23,358,326		6,250,000		25,000,000		6,250,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.15	$	0.15

FAIR VALUE MEASUREMENTS - Changes in the level 3 fair value of warrant liabilities (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income	Change in fair value of warrant liabilities	Change in fair value of warrant liabilities	Change in fair value of warrant liabilities	Change in fair value of warrant liabilities
Transfers in or out of Level 3	$ 0	$ 0	$ 0
Level 3
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Change in fair value				$ 4,333,333
Level 3 \| Warrants Liabilities
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Fair value at beginning of the period	394,667	2,565,333	2,565,333	14,642,666
Change in fair value	(98,667)		(2,170,666)	(7,744,000)
Transfer to level 1				(4,333,333)
Fair value at end of the period	296,000		394,667	2,565,333
Level 3 \| Private Placement Warrants
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Fair value at beginning of the period	394,667	2,565,333	2,565,333	5,476,000
Change in fair value	(98,667)	(1,282,666)	(2,170,666)	(2,910,667)
Fair value at end of the period	$ 296,000	1,282,667	394,667	2,565,333
Level 3 \| Public Warrants
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Fair value at beginning of the period		$ 0	$ 0	9,166,666
Change in fair value				(4,833,333)
Transfer to level 1				(4,333,333)
Fair value at end of the period				$ 0

COMMITMENTS AND CONTINGENCIES (Details)	3 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Mar. 31, 2023 USD ($) D $ / shares shares	Dec. 31, 2022 USD ($) D item $ / shares shares	Dec. 17, 2020 item
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item		3	3
Legal fee	$ 508,525	$ 508,525
Investment advisory fee	40,000	400,000
Legal fees upon merger	697,445	479,262
Business combination related costs	$ 40,000,000	$ 40,000,000
Number of trading \| D	30	30
Period of stockholder approval after delivering business combination	25 days	25 days
MTAC Class A Common Stock
COMMITMENTS AND CONTINGENCIES
Number of holdings \| shares	1	1
Business combinations of warrant to purchase	1.00%	0.33%
Raymond James Agreements
COMMITMENTS AND CONTINGENCIES
Deferred underwriting fees upon consummation of business combination	$ 8,750,000	$ 8,750,000
Maximum \| Raymond James Agreements
COMMITMENTS AND CONTINGENCIES
Aggregate fees received	4,500,000	4,500,000
Minimum \| Raymond James Agreements
COMMITMENTS AND CONTINGENCIES
Aggregate fees received	3,000,000	3,000,000
TriSalus
COMMITMENTS AND CONTINGENCIES
Consideration payable	$ 220,000,000	$ 220,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Share price \| $ / shares	$ 10.00	$ 10.00

PUBLIC OFFERING (Details) - $ / shares	Dec. 22, 2020	Mar. 31, 2023	Dec. 31, 2022
PUBLIC OFFERING
Purchase price, per unit		$ 10.00	$ 10.00
Warrant in each unit (as percent)	0.33%
Exercise price of warrants	$ 11.50
Number of warrant issued per unit	0.33%
Class A Common Stock
PUBLIC OFFERING
Number of shares issuable per warrant	1
Public Warrants \| Class A Common Stock
PUBLIC OFFERING
Number of shares in a unit	1
Initial Public Offering
PUBLIC OFFERING
Number of units sold	25,000,000
Purchase price, per unit	$ 10.00
Initial Public Offering \| Public Warrants
PUBLIC OFFERING
Exercise price of warrants	$ 11.50
Over-allotment option
PUBLIC OFFERING
Number of units sold	3,000,000
Purchase price, per unit	$ 10.00

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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

Liquidity and Going Concern

Risks and Uncertainties

Inflation Reduction Act of 2022

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one wholly-owned subsidiary that was created on November 9, 2022, MTAC Merger Sub, Inc, a Delaware corporation (“Merger Sub”).

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

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by June 22, 2023 (or such earlier date as determined by the board of directors of the Company (the “Board”)) and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

On December 12, 2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial business combination from December 22, 2022 to June 22, 2023 (or such earlier date as determined by the Board). The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on December 12, 2022.

Liquidity and Going Concern

On December 30, 2021, the Company issued an unsecured promissory note to the Sponsor in the principal amount of $544,000 (the “2021 Promissory Note”). The 2021 Promissory Note, as described in Note 5, does not bear interest and matures upon closing of the Company’s initial Business Combination. As of December 31, 2022 and 2021, there was $544,000 outstanding under the 2021 Promissory Note.

On December 16, 2022, the Company issued a promissory note in the aggregate principal amount of up to $468,821 to the Sponsor (the “Extension Note”), pursuant to which the Sponsor agreed to loan to the Company up to $468,821 (the “Extension Funds”) to deposit into the Company’s trust account (the “Trust Account”) for the shares of Class A common stock of the Company (the “Public Shares”) that were not redeemed in connection with the extension of the Company’s termination date from December 22, 2022 to June 22, 2023 or such earlier date as determined by the Board (the “Extension”). The Extension Note, as described in Note 5, does not bear interest and is repayable in full upon the date of the consummation of an initial business combination. As of December 31, 2022 and 2021, there were the amounts of $39,068 and $0 outstanding under Extension Note, respectively.

The Company will deposit $0.04 per share into the Trust Account for each month (commencing on December 23, 2022 and ending on the 22nd day of each subsequent month) (the “Extension Deposit”), or portion thereof, that is needed by the Company to complete an initial business combination until June 22, 2023 or such earlier date as determined by the Board (the “Extension”).

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 22, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 22, 2023.

Risks and Uncertainties

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

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.