MedTech Acquisition Corp

The exchange ratio is an equity value of $220 million divided by TriSalus's shares outstanding immediately before the effective time, then divided by $10.00 — so every share TriSalus issues before closing reduces what each holder receives, and the denominator is being enlarged deliberately: ten series of preferred stock convert into common, convertible notes convert, and in-the-money warrants are automatically exercised. Out-of-the-money TriSalus warrants are cancelled for no consideration, and fractional shares are rounded down rather than paid in cash.

Ten separate series of TriSalus preferred stock — series A-1 through A-6 and series B, B-1, B-2 and B-3 — convert into common immediately before the effective time, along with any convertible notes, so the denominator of the exchange ratio is set by that whole capital structure rather than by the common stock alone. In-the-money TriSalus warrants are automatically exercised while out-of-the-money warrants are cancelled for no consideration. Fractional shares are rounded down rather than paid in cash, and MTAC intends to continue its Nasdaq listing as TLSI.

The meeting is held in lieu of the 2023 annual meeting and its date and time are blank, so no redemption deadline can be read from this version. Ten series of TriSalus preferred stock — A-1 through A-6 and B, B-1, B-2 and B-3 — plus any convertible notes convert into common immediately before the effective time, so the denominator of the ratio is the whole capital structure rather than the common stock alone. In-the-money warrants are automatically exercised and out-of-the-money warrants cancelled for no consideration, and fractional shares are rounded down rather than paid in cash.

The exchange ratio is anchored to a fixed equity value of $220 million divided by the target's share count, so what a TriSalus holder receives moves with that count rather than with any negotiated per-share price. The meeting is a special meeting in lieu of the 2023 annual meeting, conducted exclusively over the Internet by live video webcast, and both its date and its time are left blank in this version, so no redemption deadline can be read from it. The merger agreement was itself amended on April 4, 2023, shortly before this filing.

The denominator is assembled immediately before the closing from a long list: ten series of TriSalus preferred — A-1 through A-6 and B, B-1, B-2 and B-3 — convert into common at their then-applicable rates, convertible notes convert, and in-the-money warrants are automatically exercised into common. Out-of-the-money TriSalus warrants are cancelled for no consideration rather than rolled over. Fractional shares are rounded down to the nearest whole share, so each holder's entitlement is trimmed rather than paid out in cash.

The denominator is assembled immediately before the closing: ten series of TriSalus preferred — A-1 through A-6 and B, B-1, B-2 and B-3 — convert into common at their then-applicable rates, and any convertible notes convert under their own terms. Fractional shares are rounded down to the nearest whole share rather than paid out in cash. The meeting is held in lieu of the 2023 annual meeting, exclusively by live video webcast, on a date and at a time both left blank, so no redemption deadline can be read from this first version.

The surviving public issuer is Memic, not MTAC: each share of MTAC Class A and Class B stock converts into the right to receive one Memic ordinary share, MTAC warrants become Memic warrants, and shares held by MTAC, Merger Sub or Memic are cancelled without consideration. The $10.00 figure is engineered rather than assumed — it is the output of the reverse split ratio the agreement prescribes, not a trust value. Immediately after closing MTAC must contribute at least 50% of its total cash and liquid assets, net of redemptions and expenses.