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United States securities and exchange commission logo
May 3, 2023
Christopher Dewey
Chief Executive Officer
MedTech Acquisition Corp
48 Maple Avenue
Greenwich, CT 06830
Re: MedTech Acquisition
Corp
Amendment No. 2 to
Registration Statement on Form S-4
Filed April 21,
2023
File No. 333-269138
Dear Christopher Dewey:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 28, 2023 letter.
Amendment No. 2 to Form S-4 Filed on April 21, 2023
TriSalus' Business
MD Anderson Cancer Center, page 224
1. We note your response
to comment 8 and your revised disclosure stating that you will pay
$10.0 million to MD
Anderson Cancer Center in collaboration funding under the
agreement and that you
have already paid $4 million. Please revise your disclosure to
clarify when and on
what basis future payments will be made. For example, clarify
whether payments will
be made in accordance with the achievement of certain milestones
or on specific
timelines.
Christopher Dewey
FirstName LastNameChristopher Dewey
MedTech Acquisition Corp
Comapany
May 3, 2023NameMedTech Acquisition Corp
May 3,
Page 2 2023 Page 2
FirstName LastName
Intellectual Property, page 233
2. We note your response to comment 11. Please revise your disclosure
here to clarify when
will be "the expiration of the last-to-expire claim of an issued and
unexpired patent
relating to SD-101 that claims such product (or compound contained
therein) or the
manufacture or use thereof in the applicable country of sale."
3. We note your response to comment 10 and your revised disclosure here
stating that "[a]ll
of TriSalus' granted US and foreign patents that relate to composition
of matter for SD-
101 will expire in December 2023." Please revise your disclosure to
clearly state the
number of patents with respect to SD-101 that have expiration dates
past December 2023
and the type of patent protection, expiration dates and jurisdiction
of each. Additionally,
provide expiration dates for your jointly-owned patents. You also
state that "[a]ny patents
issuing from the pending patent applications (or in the case of
priority applications, if
issued from future non-provisional applications that we file) are
expected to expire
between 2023 and 2043." Please revise to state how many patents would
have expiration
dates past 2023, the type of patent protection, expected expiration
dates and jurisdiction of
each. Finally, ensure expiration dates are provided for all granted
patents, including with
respect to TriNav, PEDD and PVRI.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 266
4. With reference to Note (A), Note (B) and Note (G), please expand and
reconcile the pro
forma adjustment such as preferred shares issued, additional paid in
capital recorded and
all other related adjustments to the issuance of Series B-2 and Series
B-3 preferred shares.
We note your disclosures on page 263 related to Other Financing and
Related events.
Exhibits
5. It appears certain exhibits have been redacted pursuant to Item
601(b)(10)(iv) of
Regulation S-K, not just Item 601(a)(5) of Regulation S-K as currently
stated on the
exhibit index. Please mark the exhibit index to indicate that portions
of certain specified
exhibits have been omitted pursuant to Item 601(b)(10)(iv) of
Regulation S-K.
Christopher Dewey
FirstName LastNameChristopher Dewey
MedTech Acquisition Corp
Comapany
May 3, 2023NameMedTech Acquisition Corp
May 3,
Page 3 2023 Page 3
FirstName LastName
You may contact Christie Wong at 202-551-3684 or Al Pavot at
202-551-3738 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Margaret Schwartz at 202-551-7153
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Kevin Shuler