UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

MedTech Acquisition Corp.

(Name of Registrant as Specified in its Charter)

_____________________________________________________________

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

Payment of Filing Fee (Check the appropriate box):

PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
MEDTECH ACQUISITION CORPORATION

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Prospectus for up to 31,250,000 Ordinary Shares, 13,266,666 Warrants, 13,266,666 Ordinary Shares Underlying Warrants AND 17,235,450 ORDINARY SHARES UNDERLYING PRICE ADJUSTMENT RIGHTS of Memic Innovative Surgery Ltd.

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The board of directors of MedTech Acquisition Corporation, a Delaware corporation (“MTAC”), has approved the business combination agreement (the “Business Combination Agreement”), dated as of August 12, 2021, by and among MTAC, Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (“Memic”), and Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Memic (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into MTAC (the “Business Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement, MTAC will become a wholly owned subsidiary of Memic, with securityholders of MTAC becoming securityholders of Memic.

Immediately prior to the Effective Time (as defined below), and subject to the receipt of requisite approvals of Memic shareholders, Memic intends to effect a capital restructuring whereby (i) each outstanding Memic preferred share, including any such shares issued or issuable upon exercise of Memic preferred warrants, will be converted into Memic ordinary shares in accordance with, and based on the applicable conversion ratio set forth in, the amended and restated articles of association of Memic, (ii) immediately following such conversion, all outstanding Memic ordinary shares, all Memic ordinary shares underlying Memic preferred warrants, and all Memic ordinary shares underlying vested Memic options, will be reclassified into Memic ordinary shares and price adjustment rights, and (iii) immediately following such reclassification, Memic will effect a reverse stock split to cause the value of the outstanding Memic ordinary shares immediately prior to the Effective Time to equal $10.00 per share, all as further described in and as calculated in accordance with the Business Combination Agreement.

At the time that the Business Combination becomes effective (the “Effective Time”), the shares of MTAC Class A Stock and the MTAC public warrants comprising each issued and outstanding MTAC unit immediately prior to the Effective Time will be automatically separated, if not already separated prior to such time, and the holder thereof shall be deemed to hold one share of MTAC Class A Stock and one-third of one MTAC public warrant; provided that any fractional MTAC public warrants issuable to a holder upon the separation of the MTAC units, will be rounded down to the nearest whole number of MTAC public warrants. All shares of MTAC that are owned by MTAC, Merger Sub, Memic or any of their respective subsidiaries immediately prior to the Effective Time (the “Excluded Shares”) will be automatically cancelled without consideration.

At the Effective Time, other than the Excluded Shares, (i) each share of MTAC Class B Stock issued and outstanding immediately prior to the Effective Time by virtue of the Business Combination and upon the terms and subject to the conditions set forth in the Business Combination Agreement, will be converted into and will for all purposes represent only the right to receive one Memic ordinary share and (ii) each share of MTAC Class A Stock issued and outstanding immediately prior to the Effective Time (after giving effect to any redemptions by MTAC’s public stockholders), by virtue of the Business Combination and upon the terms and subject to the conditions set forth in the Business Combination Agreement, will be converted into and will for all purposes represent only the right to receive one Memic ordinary share. The aggregate number of Memic ordinary shares into which shares of MTAC Class A Stock and MTAC Class B Stock are converted pursuant to the Business Combination Agreement is referred to herein as the “Merger Consideration.” All of the shares of MTAC Class A Stock and MTAC Class B Stock converted into the right to receive the Merger Consideration will no longer be outstanding and will cease to exist, and each holder of any shares of MTAC Class A Stock or MTAC Class B Stock will thereafter cease to have any rights with respect to such securities, except the right to receive the applicable portion of the Merger Consideration into which such shares of MTAC Class A Stock and MTAC Class B Stock have been converted.

Further, at the Effective Time, each MTAC public warrant and each warrant to purchase one share of MTAC Class A Stock issued to MedTech Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), that is outstanding and unexercised immediately prior to the Effective Time (collectively, the “MTAC warrants”) shall be converted into and become a warrant to purchase one Memic ordinary share (a “Memic warrant”).

Finally, immediately following the consummation of the Business Combination, MTAC shall contribute at least 50% of its total cash and liquid assets (after taking into account the payment of redemption payments and payment of, including reserves for, expenses incurred by MTAC in connection with the Business Combination) to Memic Innovative Surgery Inc., a wholly owned subsidiary of Memic (“Memic U.S.”), in exchange for such number of shares of capital stock of Memic U.S. representing an 80% or greater interest in Memic U.S.

Concurrently with the execution and delivery of the Business Combination Agreement, in support of the Business Combination, Memic has entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE investors”), pursuant to which, on the terms and subject to the conditions set forth therein, immediately prior to the Effective Time, but after giving effect to the capital restructuring described above, the investors who are party to the Subscription Agreements will purchase from Memic an aggregate of 7,635,000 Memic ordinary shares (the “PIPE Shares”) for a purchase price of $10.00 per share, for an aggregate purchase price of $76.35 million. The closing of the sale of the PIPE Shares is conditioned upon the consummation of the Business Combination. The PIPE investors include, but are not limited to, certain officers and board members of MTAC, as well as certain management and board members of Memic or entities affiliated with them.

The registration statement includes a prospectus of Memic that covers (i) the Memic ordinary shares issuable to the MTAC stockholders in the Business Combination, as discussed above, (ii) the Memic ordinary shares that may become issuable upon the automatic exercise of the price adjustment rights issued in the reclassification, as discussed in more detail in the accompanying proxy statement/prospectus, (iii) the Memic warrants that will be issued in exchange for the MTAC warrants, as discussed above, and (iv) the Memic ordinary shares that may become issuable upon the exercise of such Memic warrants. Accordingly, Memic is registering up to an aggregate of 31,250,000 Memic ordinary shares, 13,266,666 Memic warrants, and 30,502,116 Memic ordinary shares issuable upon the exercise of the price adjustment rights and the Memic warrants.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of MTAC stockholders scheduled to be held on March 9, 2022 in virtual format.

Although Memic is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Business Combination, Memic will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Memic intends to apply for listing of the Memic ordinary shares and Memic warrants on Nasdaq under the proposed symbols “MMIC” and “MMICW”, respectively, to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the Memic ordinary shares are approved for listing on Nasdaq (subject only to official notice of issuance thereof), but such condition can be waived by the parties. Accordingly, there can be no assurance such listing condition will be met and, at the time you are asked to vote on the Business Combination, you will have no assurance that the Memic ordinary shares and Memic warrants will be listed on a national securities exchange following the completion of the Business Combination. While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that Memic’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 48 for more information.

Memic will be an “emerging growth company” as defined in the JOBS Act and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Memic will also be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Memic’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Memic will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides MTAC stockholders with detailed information about the Business Combination and other matters to be considered at the special meeting of MTAC stockholders. We encourage you to read the entire accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 48 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated February 11, 2022 and is first being mailed to stockholders of MTAC on or about February 14, 2022.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF MEDTECH ACQUISITION CORPORATION
To Be Held On March 9, 2022

TO THE STOCKHOLDERS OF MEDTECH ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of MedTech Acquisition Corporation, a Delaware corporation (“MTAC”), will be held at 11:00 a.m., Eastern time, on March 9, 2022. You are cordially invited to attend and participate in the special meeting online by visiting https://www.cstproxy.com/medtechacquisition/2022. The special meeting will be held for the following purposes:

1.      Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the Business Combination whereby Maestro Merger Sub, Inc., a Delaware corporation, will merge with and into MTAC, with MTAC surviving as a wholly-owned subsidiary of Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (“Memic”) (the “Business Combination Proposal”).

2.      Proposal No. 2 — The Charter Proposal — To approve the following material differences between MTAC’s amended and restated certificate of incorporation (the “MTAC Charter”) and Memic’s amended and restated articles of association to be effective upon the consummation of the Business Combination: (i) the name of the new public entity will be “Memic Innovative Surgery Ltd.” as opposed to “MedTech Acquisition Corporation”; (ii) Memic’s amended and restated articles of association will provide for one class of Memic ordinary shares as opposed to the two classes of MTAC common stock provided for in the MTAC Charter; (iii) Memic’s corporate existence is perpetual as opposed to MTAC’s corporate existence terminating if a business combination is not consummated within a specific period of time; and (iv) Memic’s amended and restated articles of association will not include the various provisions applicable only to special purpose acquisition corporations that the MTAC Charter contains (the “Charter Proposal”).

3.      Proposal No. 3 — The Adjournment Proposal — To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination (the “Adjournment Proposal”).

We will also transact any other business as may properly come before the special meeting or any adjournment or postponement thereof.

The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the special meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. In particular, we urge you to carefully read the section in the proxy statement/prospectus titled “Risk Factors.”

Only holders of record of MTAC common stock at the close of business on January 25, 2022 (the “record date”), are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

After careful consideration, MTAC’s board of directors has determined that each of the proposals listed is fair and in the best interest of MTAC and its stockholders and recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of MTAC’s board of directors, you should keep in mind that MTAC’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a stockholder of MTAC. See the section titled “The Business Combination — Interests of MTAC’s Directors and Officers in the Business Combination.”

The closing of the Business Combination is conditioned on approval of the Business Combination Proposal and the Charter Proposal. If any of these proposals are not approved and the applicable closing condition in the Business Combination Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

All MTAC stockholders are cordially invited to attend the special meeting, which will be held virtually over the Internet at https://www.cstproxy.com/medtechacquisition/2022. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of MTAC common stock on the record date, you may also cast your vote at the special meeting. If your MTAC common stock is held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares, or, if you wish to attend the special meeting, obtain a proxy from your broker bank.

A complete list of MTAC stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of MTAC for inspection by stockholders during business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting virtually or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting your shares, please contact Morrow Sodali LLC at (800) 662-5200 (individuals) or (203) 658-9400 (brokers and banks). Questions can also be sent by email to MTAC.info@investor.morrowsodali.com. This notice of special meeting and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/medtechacquisition/2022.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Karim Karti
Chairman of the Board of Directors

February 11, 2022

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL HOLDERS OF SHARES OF MTAC CLASS A STOCK OUTSTANDING (THE “MTAC PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR MTAC PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. MTAC PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH.

THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING MTAC PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR STOCK TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, MTAC’S TRANSFER AGENT, NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF MTAC STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the SEC by Memic, constitutes a prospectus of Memic under Section 5 of the Securities Act with respect to (a) the Memic ordinary shares to be issued to MTAC stockholders in connection with the Business Combination, (b) the Memic warrants to be issued to MTAC stockholders in connection with the Business Combination and the Memic ordinary shares issuable upon exercise thereof, and (c) the Memic ordinary shares issuable upon the automatic exercise of the price adjustment rights. This document also constitutes a proxy statement of MTAC under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the special meeting of MTAC stockholders to consider and vote upon the proposals to adopt the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the Business Combination, to approve the Charter Proposal and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Agreement.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “Memic” refer to Memic Innovative Surgery Ltd. All references in this proxy statement/prospectus to “MTAC” refer to MedTech Acquisition Corporation.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Memic’s industry and the regions in which it operates, including Memic’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent, publicly available sources and other industry publications, surveys and forecasts. While Memic believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise. In addition, assumptions and estimates of Memic’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” and “Memic’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to Memic, MTAC, or other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated or unless the context otherwise requires, the term “Memic” refers to Memic Innovative Surgery Ltd., and the term “MTAC” refers to MedTech Acquisition Corporation.

In this document, unless the context otherwise requires:

“6N” means Memic’s Hominis Surgical System model 6N.

“ACA” means the Patient Protection and Affordable Care Act, as amended.

“Acceleration Event” means (i) a sale, lease, license or other disposition, in a single transaction or a series of related transactions, of 50% or more of the assets of Memic and its subsidiaries, taken as a whole; (ii) a merger, consolidation or other business combination of Memic resulting in any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the closing of the Business Combination) acquiring at least 50% of the combined voting power of the then outstanding securities of Memic or the surviving entity outstanding immediately after such combination (for the avoidance of doubt, excluding any price adjustment rights that may be issued in connection with such transaction(s)); or (iii) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the closing of the Business Combination) obtaining beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of the voting shares of Memic representing more than 50% of the voting power of the share capital of Memic entitled to vote for the election of directors of Memic.

“Aggregate Redemption Payments Amount” means the aggregate amount of all payments required to be made by MTAC in connection with redemptions by MTAC public stockholders.

“Block II” means Memic’s Hominis Block II Surgical System.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of August 12, 2021, as may be amended, by and among MTAC, Memic, and Merger Sub.

“Business Combination Proposal” means the proposal to approve and adopt the Business Combination Agreement, and the transactions contemplated thereby, and the Business Combination.

“CCPA” means the California Consumer Privacy Act.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Law” means the Israeli Companies Law, 5759-1999.

“DGCL” means the Delaware General Corporation Law, as amended.

“EEA” means European Economic Area.

“Effective Time” means the time that the Business Combination becomes effective, which shall occur at such time as the certificate of merger is duly filed with the Delaware Secretary of State or at such later date or time as is agreed between the parties and specified in the certificate of merger.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“FDA” means the United States Food and Drug Administration.

“FDCA” means the Federal Food, Drug, and Cosmetic Act, as amended.

“Founder Shares” means the 6,250,000 shares of MTAC Class B Common Stock held by the Sponsor (or its permitted transferees), which were acquired in a private placement prior to the MTAC IPO for an aggregate purchase price of $25,000.

“FTC” means the Federal Trade Commission.

“FTCA” means the Federal Trade Commission Act.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act.

“IIA” means Israel Innovation Authority.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IRS” means Internal Revenue Service.

“ISO” means International Standards Organization.

“ITA” means the Israel Tax Authority.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Lock-Up Agreement” means the Confidentiality and Lock-Up Agreement, dated August 12, 2021, by and among Memic, Sponsor, certain shareholders of Memic and MTAC.

“Memic ordinary shares” means (a) prior to the reverse stock split, the ordinary shares, NIS 0.01 par value per share, of Memic, and (b) from and after the reverse stock split, the ordinary shares, no par value per share, of Memic.

“Memic preferred shares” means, collectively, the Series A, Series A-1, Series B, Series C-1, Series C-2, Series D-1, Series D-2, Series D-3, Series D-4, and Series D-5 preferred shares of Memic, in each case NIS 0.01 par value per share.

“Memic preferred warrants” means the warrants to purchase Memic preferred shares.

“Memic U.S.” means Memic Innovative Surgery Inc., a wholly owned subsidiary of Memic.

“Memic warrants” means the warrants to purchase Memic ordinary shares.

“Merger” means the merger of Merger Sub with and into MTAC.

“Merger Consideration” means the aggregate number of Memic ordinary shares into which shares of MTAC Class A Stock and MTAC Class B Stock are converted pursuant to the Business Combination Agreement.

“Merger Sub” means Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Memic.

“MTAC Charter” means the certificate of incorporation of MTAC, as amended and restated.

“MTAC Class A Stock” means the 100,000,000 authorized shares of Class A common stock, par value $0.0001 per share, of MTAC.

“MTAC Class B Stock” means the 10,000,000 authorized shares of Class B common stock, par value $0.0001 per share, of MTAC.

“MTAC common stock” means, collectively, the MTAC Class A Stock and the MTAC Class B Stock.

“MTAC IPO” means the initial public offering of MTAC, which was consummated on December 22, 2020.

“MTAC preferred stock” means the 1,000,000 authorized shares of preferred stock, par value $0.0001 per share, of MTAC.

“MTAC units” means the units sold in connection with MTAC’s initial public offering, each consisting of one share of MTAC Class A Stock and one-third of one redeemable MTAC warrant.

“MTAC warrants” means the 13,266,666 warrants (consisting of the warrants sold to Sponsor via private placement in connection with MTAC’s initial public offering and the warrants included in the MTAC units) entitling the holders thereof to purchase, per each full warrant, one share of MTAC Class A Stock.

“Nasdaq” means the Nasdaq Stock Market LLC.

“NIS” means New Israeli Shekel.

“PCAOB” means the Public Company Accounting Oversight Board.

“PCT” means the Patent Cooperation Treaty.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Sponsor” means MedTech Acquisition Sponsor LLC, a Delaware limited liability company.

“Tax Act” means the Tax Cuts and Jobs Act of 2017.

“Trust Account” means the trust account that holds a portion of the proceeds of MTAC’s initial public offering.

“U.S. GAAP” or “GAAP” means United States generally accepted accounting principles.

QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all of the information that may be important to MTAC’s stockholders. MTAC stockholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the special meeting.

Q:     Why am I receiving this proxy statement/prospectus?

A:     MTAC and Memic have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and MTAC encourages its stockholders to read it in its entirety. MTAC’s stockholders are being asked to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other things, provides for Merger Sub to be merged with an into MTAC with MTAC becoming a wholly owned subsidiary of Memic, and other transactions contemplated by the Business Combination Agreement. See the sections of the proxy statement/prospectus titled “The Business Combination,” “The Business Combination Agreement,” and “Proposals to be Considered by MTAC’s Stockholders — Proposal No. 1 — The Business Combination Proposal.”

Q:     Are there any other matters being presented to stockholders at the meeting?

A:     In addition to voting on the Business Combination Proposal, the stockholders of MTAC will vote on the following proposals:

•        To approve the following material differences between the MTAC Charter and Memic’s amended and restated articles of association to be effective upon the consummation of the Business Combination: (i) the name of the new public entity will be “Memic Innovative Surgery Ltd.”; (ii) Memic’s amended and restated articles of association provide for one class of ordinary shares as opposed to the two classes of MTAC common stock provided for in the MTAC Charter; (iii) Memic’s corporate existence is perpetual as opposed to MTAC’s corporate existence terminating if a business combination is not consummated within a specified period of time; and (iv) Memic’s amended and restated articles of association do not include the various provisions applicable only to special purpose acquisition corporations that the MTAC Charter contains. Memic’s amended and restated articles of association to be in effect upon consummation of the Business Combination are attached as Annex B to this proxy statement/prospectus. See the section of this proxy statement/prospectus titled “Proposals to be Considered by MTAC’s Stockholders — Proposal No. 2 — The Charter Proposal.”

•        To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination for any reason. See the section of this proxy statement/prospectus titled “Proposals to be Considered by MTAC’s Stockholders — Proposal No. 3 — Adjournment Proposal.”

MTAC will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting of MTAC’s stockholders. Stockholders should read it carefully.

The vote of stockholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     Why is MTAC providing its stockholders with the opportunity to vote on the Business Combination?

A:     Pursuant to the MTAC Charter, MTAC is required to provide its stockholders with an opportunity to have their shares of MTAC Class A Stock redeemed for cash, either through a stockholder meeting or tender offer. Due to the structure of the Business Combination, MTAC is providing this opportunity through a stockholder meeting and vote. See the section of this proxy statement/prospectus titled “Special Meeting of MTAC Stockholders — Redemption Rights.”

Q:     I am an MTAC warrant holder. Why am I receiving this proxy statement/prospectus?

A:     The MTAC warrants will become exercisable following the Business Combination and will entitle the holders to purchase Memic ordinary shares, as described in more detail herein. This proxy statement/prospectus includes important information about Memic and the business of Memic and its subsidiaries following the closing of the Business Combination. Because holders of MTAC warrants will be entitled to purchase Memic ordinary shares after the closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q:     What will happen to MTAC’s securities upon consummation of the Business Combination?

A:     MTAC units, MTAC Class A Stock and the MTAC warrants are currently listed on the Nasdaq under the symbols MTACU, MTAC and MTACW, respectively. MTAC’s securities will cease trading upon consummation of the Business Combination. If you own MTAC units, immediately prior to the consummation of the Business Combination your MTAC unit will be automatically separated, if not already separated prior to such time, and you will be deemed to hold one share of MTAC Class A Stock and one-third of one MTAC warrant; provided that any fractional MTAC warrants issuable to you upon the separation of the MTAC units, will be rounded down to the nearest whole number of MTAC warrants as described herein. Memic intends to apply for listing of the Memic ordinary shares and Memic warrants on the Nasdaq under the proposed symbols “MMIC” and “MMICW” respectively, to be effective upon the consummation of the Business Combination. There can be no assurances that Memic’s securities will be listed on the Nasdaq or that a viable and active trading market will develop.

Q:     Why is MTAC proposing the Business Combination Proposal?

A:     MTAC was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

On December 22, 2020, MTAC consummated the MTAC IPO consisting of 25,000,000 MTAC units. Each MTAC unit consists of one share of MTAC Class A Stock, par value $0.0001 per share, and one-third of one MTAC public warrant with each whole MTAC public warrant entitling the holder thereof to purchase one share of MTAC Class A Stock for $11.50 per share. The MTAC units were sold at a price of $10.00 per unit, generating gross proceeds to MTAC of $250 million.

Prior to reaching its decision to approve the Business Combination and the Business Combination Agreement, the MTAC board consulted with MTAC’s officers as well as its legal and financial advisors, reviewed various industry and financial data, valuation analyses and the results of the MTAC board’s and officers’ (as generally described herein, MTAC’s management) due diligence review of Memic. In considering the merger, the MTAC board determined that Memic met all of the criteria identified in the prospectus for the MTAC IPO to be important factors in identifying and selecting an acquisition candidate as well as any potential deterrent factors and concluded that the Business Combination is in the best interest of MTAC and the MTAC stockholders. See the section of this proxy statement/prospectus titled “The Business Combination — MTAC’s Board of Directors’ Reasons for the Business Combination and the Recommendation of the Board of Directors.”

Q:     Did MTAC’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     MTAC retained Duff & Phelps as its financial advisor in connection with the Business Combination. In connection with this engagement, the MTAC board requested that Duff & Phelps evaluate the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of MTAC common stock, other than the Sponsor, MTAC, Memic and their respective wholly-owned subsidiaries (the “Excluded Holders”). Duff & Phelps delivered a written fairness opinion to MTAC dated August 12, 2021, in which it concluded that, as of such date and based on and subject to the matters described therein, the Merger Consideration to be paid to the holders of MTAC common stock, other than the Excluded Holders, was fair, from a financial point of view, to such stockholders. See the section of this proxy statement/prospectus titled “The Business Combination — Opinion of MTAC’s Financial Advisor.”

Q:     Do I have redemption rights?

A:     Holders of MTAC public shares may seek to have all or a portion of such shares redeemed for cash, regardless of whether they vote for or against the Business Combination Proposal, provided that such redemption shall be limited to an aggregate dollar amount that would allow MTAC to have net tangible assets in excess of $5,000,001. In addition, Memic’s obligation to consummate the Business Combination is conditioned on the amount of “available cash” (as defined below) being at least $250 million and MTAC’s obligation to consummate the transactions contemplated by the Business Combination Agreement is conditioned on the amount of MTAC stockholder redemptions not exceeding 50% of the aggregate amount of cash contained in the Trust Account immediately prior to the closing of the Business Combination or $125 million. Any stockholder holding MTAC public shares may, subject to the procedural requirements described below, demand that MTAC redeem such shares into a full pro rata portion of the Trust Account (which was $10.00 per share as of January 25, 2022, the record date), calculated as of two business days prior to the anticipated consummation of the Business Combination.

Notwithstanding the foregoing, a holder of MTAC Class A Stock, together with any affiliate of his or hers or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of the MTAC Class A Stock. Accordingly, all MTAC Class A Stock in excess of 15% held by an MTAC stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be converted.

Q:     How do I exercise my redemption rights?

A:     A holder of MTAC public shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of MTAC public shares on the record date. If you are a holder of MTAC public shares and wish to exercise your redemption rights, you must demand that MTAC convert your MTAC public shares into cash and deliver your MTAC public shares to MTAC’s transfer agent physically or electronically using DTAC’s DWAC System no later than two business days prior to the Special Meeting. Any holder of MTAC public shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $250,009,418.66, or $10.00 per share, as of the record date). Such amount will be paid promptly upon consummation of the Business Combination.

Any request for redemption, once made by a holder of MTAC public shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the special meeting. If you deliver your shares for redemption to MTAC’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that MTAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting MTAC’s transfer agent at the address listed at the end of this section.

Any written demand for redemption must be received by MTAC’s transfer agent at least two business days prior to the vote taken on the Business Combination Proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

If you are a holder of MTAC public shares (including through the ownership of MTAC units) and you exercise your redemption rights, it will not result in the loss of any MTAC warrants that you may hold (including those contained in any MTAC units you hold). Your whole warrants will become exercisable to purchase one Memic ordinary share following consummation of the Business Combination.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     Under Section 262 of DGCL, the holders of MTAC common stock and MTAC warrants will not have appraisal rights in connection with the Business Combination.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     The net proceeds of the MTAC IPO, together with the partial exercise of the over-allotment option by the underwriter and a portion of the amounts raised from the MTAC private placement warrants for a total of approximately $250 million, was placed in the Trust Account immediately following the MTAC IPO. After

consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, holders of the MTAC public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $8.75 million to the underwriter of the MTAC IPO as deferred underwriting commissions) and for working capital and general corporate purposes.

Q:     What happens if a substantial number of MTAC public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

A:     MTAC’s public stockholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of MTAC public stockholders are substantially reduced as a result of redemptions by MTAC public stockholders. However, MTAC is not obligated to consummate the Business Combination if the aggregate amount of MTAC stockholder redemptions exceeds 50% of the aggregate amount of cash contained in the Trust Account immediately prior to the closing. In addition, Memic’s obligation to consummate the Business Combination is conditioned on the amount of “available cash” (as defined below) being at least $250 million. To the extent that there are fewer MTAC public shares and MTAC public stockholders, the trading market for Memic ordinary shares may be less liquid than the market was for MTAC prior to the Business Combination and Memic may not be able to meet the listing standards of a national securities exchange. In addition, to the extent of any MTAC stockholder redemptions, fewer funds from the Trust Account would be available to Memic to be used in its business following the consummation of the Business Combination.

Q:     What happens if the Business Combination is not consummated?

A:     If MTAC does not complete the Business Combination with Memic for whatever reason, MTAC would search for another target business with which to complete a business combination. If MTAC does not complete the Business Combination with MTAC or another business combination by December 22, 2022 (or such later date as may be approved by MTAC’s stockholders), MTAC must redeem 100% of the outstanding MTAC public shares for cash. In such event, the Founder Shares held by the Sponsor and MTAC’s directors and officers would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares.

Q:     How do the Sponsor and officers and directors of MTAC intend to vote on the proposals?

A:     The Sponsor and the officers and directors of MTAC beneficially own and are entitled to vote an aggregate of approximately 20% of the outstanding MTAC common stock. These holders have each agreed to vote any MTAC common stock owned by them in favor of the Business Combination. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. In addition to the shares of MTAC common stock held by the Sponsor and MTAC’s officers and directors, MTAC would need 9,375,000 shares, or approximately 37.50% of the 25,000,000 MTAC public shares to be voted in favor of the Business Combination Proposal and other proposals in order for them to be approved (assuming all outstanding shares are voted on each proposal) under Delaware law; however, the Business Combination Agreement provides that, as a condition to the parties’ obligations to consummate the Business Combination, MTAC shall have also obtained the affirmative vote of the holders of at least a majority of the shares of MTAC common stock entitled to vote on the matter at the special meeting, excluding the shares beneficially owned by the Sponsor or any of its controlled affiliates or any of MTAC’s directors or executive officers. The foregoing condition to the parties’ obligations to consummate the Business Combination may be waived by the respective parties.

Q:     What other transactions will happen in connection with the Business Combination?

A:     Immediately prior to the Effective Time and subject to the receipt of requisite approvals of Memic shareholders, Memic intends to effect a capital restructuring whereby (i) each outstanding Memic preferred share, including any such shares issued or issuable upon exercise of Memic preferred warrants, will be converted into Memic ordinary shares in accordance with, and based on the applicable conversion ratio set forth in, Memic’s amended and restated articles of association, (ii) immediately following such conversion, all outstanding Memic ordinary shares, all Memic ordinary shares underlying Memic preferred warrants, and all Memic ordinary shares

underlying vested Memic options, will be reclassified into Memic ordinary shares and price adjustment rights, and (iii) immediately following such reclassification, Memic will effect a reverse stock split to cause the value of the outstanding Memic ordinary shares immediately prior to the Effective Time to equal $10.00 per share, all as further described in and as calculated in accordance with the Business Combination Agreement.

Q:     What are the price adjustment rights?

A:     In connection with the reclassification, each holder of Memic ordinary shares, Memic preferred warrants and vested Memic options, will be entitled to receive such holder’s pro rata share of price adjustment rights. Each price adjustment right is exercisable for one Memic ordinary share. In the reclassification, each holder of Memic ordinary shares, and each holder of vested Memic options and Memic preferred warrants, will receive a number of price adjustment rights determined as the product of (i) 17,235,450 and (ii) a fraction, the numerator of which is the aggregate number of Memic ordinary shares held by such holder immediately prior to the reclassification (including any Memic ordinary shares underlying vested Memic options and Memic preferred warrants), and the denominator of which is the aggregate number of outstanding Memic ordinary shares (including any Memic ordinary shares underlying vested Memic options and Memic preferred warrants), in each case immediately prior to the reclassification and subject to further adjustment. See the section of this proxy statement/prospectus titled “Description of Pre-Closing Transactions.”

Q     What is the “PIPE” transaction?

A:     Concurrently with the execution of the Business Combination Agreement, Memic entered into subscription agreements with certain investors, pursuant to which, on the terms and subject to the conditions set forth in the subscription agreements, such investors have agreed to purchase, and Memic has agreed to sell to them, an aggregate of 7,635,000 Memic ordinary shares, for a purchase price of $10.00 per share and at an aggregate purchase price of $76,350,000. The closing of the sale of the PIPE Shares is conditioned upon the closing of the Business Combination.

Q:     What interests do the Sponsor and the current officers and directors of MTAC have in the Business Combination?

A:     In considering the recommendation of the MTAC board of directors to vote in favor of the Business Combination, MTAC stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of MTAC’s officers and directors have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. The MTAC board of directors was aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to MTAC stockholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. MTAC stockholders should take these interests into account in deciding whether to approve the Business Combination. See the section of this proxy statement/prospectus titled “The Business Combination — Interests of MTAC’s Directors and Officers in the Business Combination.”

These interests include, among other things, the following:

•        If the Business Combination with Memic or another business combination is not consummated by December 22, 2022 (or such later date as may be approved by MTAC’s stockholders), MTAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding MTAC public shares for cash and, subject to the approval of its remaining stockholders and MTAC’s board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and MTAC’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to MTAC’s IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $56,925,000 based upon the closing price of $9.90 per share on Nasdaq on February 10, 2022. On the other hand, if the Business Combination is consummated, each outstanding share of MTAC common stock will be converted into one Memic ordinary share. As a result of the nominal price of $0.004 per share paid by the Sponsor compared to the recent market price of the Class A Stock, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the Founder Shares even if holders of MTAC Class A Stock experience a negative rate of return on their investments in the MTAC Class A Stock.

•        The Sponsor purchased 4,933,333 MTAC private placement warrants from MTAC for $1.50 per warrant. This purchase took place on a private placement basis simultaneously with the consummation of the MTAC IPO and the subsequent partial exercise of the underwriter’s overallotment option. $5 million of the proceeds MTAC received from these purchases were placed in the Trust Account and the remaining proceeds were placed in MTAC’s operating account. Such MTAC private placement warrants had an aggregate market value of $2,345,799.84 based upon the closing price of $0.4755 per warrant on Nasdaq on February 10, 2022. The MTAC private placement warrants will become worthless if MTAC does not consummate a business combination by December 22, 2022 (or such later date as may be approved by MTAC stockholders in an amendment to the MTAC Charter). On the other hand, if the Business Combination is consummated, each outstanding MTAC private placement warrant will become exercisable for one Memic ordinary share for $11.50 per share, subject to adjustment as described herein.

•        If MTAC is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by MTAC for services rendered or contracted for or products sold to MTAC. If MTAC consummates a business combination, on the other hand, MTAC will be liable for all such claims.

•        The Sponsor and MTAC’s officers and directors (or their affiliates) may make loans from time to time to MTAC to fund certain capital requirements. The Sponsor previously loaned MTAC an aggregate of up to $178,080 to cover expenses related to the MTAC IPO pursuant to a promissory note that was repaid in full on December 22, 2020. As of the date of this proxy statement/prospectus, the Sponsor has loaned an additional $619,000 to MTAC to fund operating and transaction expenses in connection with the proposed Business Combination (with a commitment to loan up to an additional $325,000 at the request of MTAC), and may make additional loans after the date of this proxy statement/prospectus for such purposes. If the Business Combination is not consummated or another business combination is not otherwise completed, the loans may not be repaid and would be forgiven except to the extent there are funds available to MTAC outside of the Trust Account.

•        Although no compensation of any kind was or will be paid by MTAC to the Sponsor, MTAC’s executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, these individuals have been or will be reimbursed for any out-of-pocket expenses incurred in connection with activities on MTAC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, which such unreimbursed amounts totaled approximately $15,000 as of the date of this proxy statement/prospectus.

•        Maurice Ferré, M.D., has served as a director and Chairman of the Board of Memic since March 2018, and has served as a director of MTAC since its inception. Dr. Ferré is also a shareholder and warrantholder of Memic, and the treatment of his Memic ordinary shares, Memic preferred shares and warrants to purchase Memic preferred shares is described in “The Business Combination Agreement.” Dr. Ferré also subscribed to purchase PIPE Shares at a price per share equal to $10.00 pursuant to a Subscription Agreement that was executed concurrently with the parties’ execution of the Business Combination Agreement.

•        Christopher C. Dewey, a director and the Chief Executive Officer of MTAC, is a shareholder and warrantholder of Memic, and the treatment of his Memic ordinary shares, Memic preferred shares and warrants to purchase Memic preferred shares is described in “The Business Combination Agreement.” Mr. Dewey is also a Managing Director of Ceros Financial Services, Inc., an investment advisory firm (“Ceros”), which served as a placement agent for Memic in its private placement offering of Memic preferred shares in 2020 and 2021 and received and currently holds warrants to purchase Memic preferred shares, the treatment of which is described in “The Business Combination Agreement.” Mr. Dewey also subscribed to purchase PIPE Shares at a price per share equal to $10.00 pursuant to a Subscription Agreement that was executed concurrently with the parties’ execution of the Business Combination Agreement.

•        David J. Matlin, a director and the Chief Financial Officer of MTAC, is a shareholder and warrantholder of Memic, and the treatment of his Memic preferred shares and warrants to purchase Memic preferred shares is described in “The Business Combination Agreement.” Mr. Matlin also subscribed to purchase PIPE Shares at a price per share equal to $10.00 pursuant to a Subscription Agreement that was executed concurrently with the parties’ execution of the Business Combination Agreement.

•        An affiliate of Manuel Aguero, a director of MTAC, subscribed to purchase PIPE Shares at a price per share equal to $10.00 pursuant to a Subscription Agreement that was executed concurrently with the parties’ execution of the Business Combination Agreement.

For further information regarding the interests of the Sponsor and MTAC’s officers and directors, see the section of this proxy statement/prospectus titled “The Business Combination — Interests of MTAC’s Directors and Officers in the Business Combination.”

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the MTAC special meeting, which is set for March 9, 2022; however, such meeting could be adjourned or postponed to a later date, as described above. The closing of the Business Combination is also subject to the approval of the holders of Memic ordinary shares and Memic preferred shares, as well as other customary closing conditions. For a description of the conditions for the completion of the Business Combination, see the section of this proxy statement/prospectus titled “The Business Combination Agreement — Conditions to Closing of the Business Combination.”

Q:     What do I need to do now?

A:     MTAC urges you to carefully read and consider the information contained in this proxy statement/prospectus, including annexes, and to consider how the Business Combination will affect you as a stockholder and/or a warrant holder of MTAC. Stockholders should then vote as soon as possible in accordance with instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     When and where is the special meeting?

A:      The special meeting will be held on March 9, 2022, at 11:00 a.m., Eastern time, solely over the Internet by means of a live audio webcast. You may attend the special meeting webcast by accessing the web portal located at https://www.cstproxy.com/medtechacquisition/2022 and following the instructions set forth below. Stockholders participating in the special meeting will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the special meeting, virtual attendees will be able to:

•        vote via the web portal during the special meeting webcast; and

•        submit questions or comments to MTAC’s directors and officers during the special meeting via the special meeting webcast.

Stockholders may submit questions or comments during the meeting through the special meeting webcast by typing in the “Submit a question” box.

Q:     How do I attend the Special Meeting?

A:     Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of MTAC’s stockholders, the special meeting will be held virtually. To register for and attend the special meeting, please follow these instructions as applicable to the nature of your ownership of MTAC common stock:

•        Shares Held of Record.    If you are a record holder, and you wish to attend the virtual special meeting, go to https://www.cstproxy.com/medtechacquisition/2022, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page.

•        Shares Held in Street Name.    If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you wish to attend the virtual special meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the special meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. “Street” name holders should contact Continental Stock Transfer on or before March 4, 2022.

Stockholders will also have the option to listen to the special meeting by telephone by calling:

•        Within the U.S. and Canada: 1 800-450-7155 (toll free)

•        Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

The passcode for telephone access: 0931290#. You will not be able to vote or submit questions unless you register for and log in to the special meeting webcast as described above.

Q:     How do I vote?

A:     If you are a holder of record of MTAC common stock on the record date, you may vote by virtually attending the special meeting and submitting a ballot via the special meeting webcast or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the virtual special meeting and vote through the web portal, obtain a legal proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

The Business Combination Proposal, the Charter Proposal and the Adjournment Proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals unless you provide voting instructions.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Stockholders of record may send a later-dated, signed proxy card to MTAC’s transfer agent at the address set forth below so that it is received prior to the vote at the special meeting or virtually attend the special meeting and submit a ballot through the web portal during the special meeting webcast. Stockholders of record also may revoke their proxy by sending a notice of revocation to MTAC’s transfer agent, which must be received prior to the vote at the special meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to virtually attend the special meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

Q:     What constitutes a quorum for the special meeting?

A:     A quorum is the minimum number of shares of MTAC common stock that must be present to hold a valid meeting. A quorum will be present at the MTAC special meeting if a majority of the voting power of the issued and outstanding shares of MTAC common stock entitled to vote at the meeting are represented at the virtual special meeting or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

Q:     What stockholder vote thresholds are required for the approval of each proposal brought before the special meeting?

A:     The Business Combination Proposal — Under Delaware law and the MTAC Charter, the approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the votes cast by the then outstanding shares of MTAC common stock present and entitled to cast votes at the special meeting; provided, however, the Business Combination Agreement provides that, as a condition to the parties’ obligations to consummate the Business Combination (which may be waived by the respective parties), MTAC shall have

also obtained the affirmative vote of the holders of at least a majority of the shares of MTAC common stock entitled to vote on the matter at the special meeting, excluding the shares beneficially owned by the Sponsor or any of its controlled affiliates or any of MTAC’s directors or executive officers. Abstentions will have no effect on the Business Combination Proposal. Brokers are not entitled to vote on the Business Combination Proposal absent voting instructions from the beneficial holder and, consequently, broker non-votes will have no effect on the Business Combination Proposal. The Business Combination will not be consummated if MTAC has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Business Combination. The approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. If the Business Combination Proposal is not approved, the other proposals (except an Adjournment Proposal, as described below) will not be presented to the MTAC stockholders for a vote.

The Charter Proposal — The approval of the Charter Proposal will require the affirmative vote of the holders of a majority of the votes cast by the then outstanding shares of MTAC common stock present and entitled to cast votes at the special meeting. Abstentions will have the same effect as a vote “against” the Charter Proposal. Brokers are not entitled to vote on the Charter Proposal absent voting instructions from the beneficial holder and, consequently, broker non-votes will have no effect on the Charter Proposal.

Adjournment Proposal — The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the shares of MTAC common stock present and entitled to vote at the special meeting. Abstentions will have the same effect as a vote “against” on the Adjournment Proposal. Broker non-votes will have no effect on the Adjournment Proposal.

Q:     What happens if I fail to take any action with respect to the special meeting?

A:     If you fail to take any action with respect to the meeting and the Business Combination is approved by the MTAC stockholders and consummated, you will become a shareholder and/or warrant holder of Memic.

If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of MTAC, as applicable, and MTAC will continue to search for another target business with which to complete an initial business combination. If MTAC does not complete an initial business combination by December 22, 2022 (or such later date as may be approved by MTAC’s stockholders), MTAC must cease all operations except for the purpose of winding up, redeem 100% of the outstanding MTAC public shares, at a per-share price, payable in cash, and as promptly as reasonably possible following such redemption, subject to the approval of MTAC’s remaining stockholders and its board of directors, dissolve and liquidate.

Q:     What should I do with my share and/or warrant certificates?

A:     Warrant holders and those stockholders who do not elect to have their shares of MTAC common stock redeemed for a pro rata share of the Trust Account should wait for instructions from MTAC’s transfer agent regarding what to do with their certificates. MTAC stockholders who exercise their redemption rights must deliver their share certificates to MTAC’s transfer agent (either physically or electronically) no later than two business days prior to the special meeting as described above.

Upon consummation of the Business Combination, the MTAC warrants, by their terms, will entitle holders to purchase shares of Memic. Therefore, warrant holders need not deliver their warrants to MTAC or Memic at that time.

Q:     What should I do if I receive more than one set of voting materials?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of MTAC common stock.

Q:     What are the U.S. Federal income tax consequences of the Business Combination to U.S. Holders of MTAC common stock and/or MTAC warrants?

A:     There are significant factual and legal uncertainties as to whether the Business Combination qualifies as a reorganization within the meaning of Section 368(a) of the Code, and therefore, the tax treatment of the Business Combination is inherently uncertain. If, as of the closing date, any requirement for Section 368(a) of the Code is not met, then a U.S. Holder (as such term is defined below) would recognize gain or loss in an amount equal to the difference, if any, between the fair market value (as of the closing date) of the Memic securities and (if applicable) the amount of cash received in the Business Combination, over such U.S. Holder’s aggregate tax basis in the MTAC common stock and MTAC warrants surrendered in the Business Combination.

Section 367(a) of the Code and the Treasury regulations promulgated thereunder, in certain circumstances, may impose additional requirements for certain U.S. Holders to qualify for tax-free treatment with respect to the exchange of MTAC common stock and MTAC warrants in the Business Combination.

To the extent that U.S. Holders exercise redemption rights with respect to their MTAC common stock, such U.S. Holders will be subject to tax consequences as described in the section of this proxy statement/prospectus entitled “The Business Combination — Certain Material U.S. Federal Income Tax Considerations — U.S. Holders Exercising Redemption Rights with Respect to MTAC Common Stock.”

The tax consequences of the Business Combination are complex and will depend on your particular circumstances. For a more detailed discussion of the U.S. federal income tax considerations of the Business Combination, see the section this proxy statement/prospectus entitled “The Business Combination — Certain Material U.S. Federal Income Tax Considerations.” If you are a U.S. Holder exchanging MTAC common stock or MTAC warrants in the Business Combination, or are contemplating the exercise of your redemption rights with respect to your MTAC common stock, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call: (203) 658-9400

MTAC.info@investor.morrowsodali.com

You may also obtain additional information about MTAC from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus titled “Where You Can Find More Information.” If you are a holder of MTAC public shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to MTAC’s transfer agent at the address below at least two business days prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mr. Mark Zimkind

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the other matters to be considered at the special meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. For additional information, see the section of this proxy/statement prospectus titled “Where You Can Find More Information” beginning on page 284.

The Parties to the Business Combination

Memic Innovative Surgery Ltd.

Memic is an innovative medical device company developing and commercializing its proprietary surgical robotic platform which aims to transform the way many surgical procedures are currently performed. The 6N, Memic’s first-generation Hominis Surgical System, is the first and only FDA-authorized surgical robot that features miniature humanoid-shaped arms developed to mimic the natural movement of a surgeon’s arms, with shoulder, elbow and wrist joints, providing human level dexterity and 360° of articulation. The Hominis Surgical System’s small, compact and mobile design occupies a minimal footprint at a significant cost advantage relative to other commercially available robotic technologies. Memic’s initial focus is on fulfilling a significant unmet need in women’s health, though Memic believes its platform technology has the potential to be applied to a broad range of indications in the future, including general surgery. In February 2021, Memic received De Novo 510(k) marketing authorization from the FDA for use of the Hominis Surgical System in single site, natural orifice, laparoscopic-assisted benign hysterectomy. The two-arm 6N system is the first and only robotic solution to receive FDA authorization for transvaginal gynecologic procedures. Memic is also developing a second generation four-arm Hominis Surgical System, the Block II.

Memic is an early stage company with a history of operating and net losses. Memic has only performed clinical trials with the Hominis Surgical System. As of the date of this proxy statement/prospectus, three customers have acquired the Hominis Surgical System and Memic is in the early roll out phase with these customers. Memic has generated minimal commercial revenue from the sale of the Hominis Surgical System.

Memic’s principal offices are located at 6 Yonatan Netanyahu, Or Yehuda 6037604, Israel. Memic’s telephone number is +972.3.6996703.

MedTech Acquisition Corporation

MedTech Acquisition Corporation was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. MTAC was incorporated under the laws of the State of Delaware on September 11, 2020.

On December 22, 2020, MTAC closed the MTAC IPO consisting of 25,000,000 MTAC units, with each unit consisting of one share of Class A Stock and one-third of one MTAC public warrant, with each whole warrant entitling the holder to purchase one share of Class A Stock at a price of $11.50.

MTAC’s units, the MTAC Class A Stock and the MTAC warrants are listed on Nasdaq under the symbols MTACU, MTAC and MTACW, respectively.

The mailing address of MTAC’s principal executive office is 48 Maple Avenue, Greenwich, CT 06830, and its telephone number is (908) 391-1288. After the consummation of the Business Combination, MTAC’s principal executive office will be that of Memic.

Maestro Merger Sub, Inc.

Merger Sub is a newly formed Delaware corporation and a wholly owned subsidiary of Memic. Merger Sub was formed solely for the purpose of effecting the transactions contemplated by the Business Combination and has not carried on any activities other than those in connection with such transactions. The address and telephone number for Merger Sub’s principal executive offices are the same as those for Memic.

The Business Combination Agreement

The terms and conditions of the merger of Merger Sub with and into MTAC, with MTAC surviving the merger as a wholly owned subsidiary of Memic, are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination.

Pre-closing Capital Restructuring

Prior to the Effective Time and subject to the receipt of requisite approvals of Memic shareholders, (i) each outstanding Memic preferred share, including any such shares issued or issuable upon exercise of Memic preferred warrants, will be converted into Memic ordinary shares in accordance with, and based on the applicable conversion ratio set forth in, Memic’s amended and restated articles of association, (ii) immediately following the foregoing conversion, all outstanding Memic ordinary shares, all Memic ordinary shares underlying Memic preferred warrants, and all Memic ordinary shares underlying vested Memic options, will be reclassified into Memic ordinary shares and price adjustment rights, and (iii) immediately following such reclassification (and before consummating the sale of the PIPE Shares), Memic will effect a reverse stock split to cause the value of the outstanding Memic ordinary shares immediately prior to the Effective Time to equal $10.00 per share, all as further described in and as calculated in accordance with the Business Combination Agreement. Any Memic ordinary shares underlying a Memic option, and any Memic ordinary shares underlying the Memic preferred warrants will be equitably adjusted, including the applicable exercise price, to give effect to the reverse stock split. For additional information, see the section of this proxy statement/prospectus titled “Description of Pre-Closing Transactions.”

Merger; Merger Consideration

The Business Combination Agreement provides for the merger of Merger Sub with and into MTAC, with MTAC surviving the Business Combination as a wholly owned subsidiary of Memic.

Immediately following the consummation of the Business Combination, MTAC will contribute at least 50% of its total cash and liquid assets (after taking into account the payment of redemption payments and payment of expenses incurred by MTAC in connection with the Business Combination) to Memic U.S. in exchange for such number of shares of capital stock of Memic U.S. representing an 80% or greater interest in Memic U.S.

Pursuant to the Business Combination Agreement, at the Effective Time (a) each share of MTAC Class A Stock outstanding immediately prior to the Effective Time will be exchanged for one Memic ordinary share, subject to adjustment as described herein, (b) each share of MTAC Class B Stock, outstanding immediately prior to the Effective Time will be exchanged for one Memic ordinary share, and (c) each MTAC warrant outstanding immediately prior to the Effective Time will be assumed by Memic and will become a Memic warrant, with the number of Memic ordinary shares underlying the Memic warrants and the exercise price of such Memic warrants subject to adjustment in accordance with the Business Combination Agreement in the event of a stock split, share dividend or distribution, or any change in Memic’s share capital by reason of any split-up, reverse stock split, recapitalization, combination, reclassification or exchange of shares.

Expected Pro Forma Ownership

The parties to the Business Combination Agreement anticipate that, upon completion of the Business Combination, the Memic ordinary shares issued to the MTAC stockholders, including the Sponsor, as Merger Consideration will represent an ownership interest in Memic of approximately 30.82%, the Memic ordinary shares held by or issuable to Memic shareholders and holders of Memic warrants and vested Memic options immediately prior to the Effective Time (but after giving effect to the reverse stock split), will represent an ownership interest in Memic of approximately 61.65% and Memic ordinary shares issuable to the PIPE investors pursuant to the Subscription Agreements will represent an ownership interest in Memic of approximately 7.53%. These relative percentages assume that none of MTAC’s existing stockholders exercise their redemption rights. In addition, these percentages include the Memic ordinary shares that will be held by the Sponsor, but that will be subject to transfer restrictions. These percentages do not include Memic ordinary shares underlying outstanding but unvested Memic options, price adjustment rights or Memic warrants issued to holders of MTAC warrants in the Business Combination. If any of the MTAC stockholders exercise the MTAC stockholder redemption rights, the percentage ownership of the MTAC stockholders will be lower. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Ownership of the Combined Company Upon Completion of the Business Combination” for further information.

MTAC’s Board of Directors’ Reasons for the Business Combination (page 19)

MTAC’s board of directors, in evaluating the Business Combination, created a special committee, consisting of independent directors (the “Special Committee”), to evaluate, structure and negotiate the Business Combination, and to make a formal recommendation to the board as to the Business Combination. The Special Committee, in the course of its evaluation and negotiations, consulted with members of MTAC’s management team and financial and legal advisors, before unanimously recommending that the board approve the Business Combination Agreement. MTAC’s board of directors discussed the Special Committee’s findings and recommendations, and consulted with MTAC’s management team and financial and legal advisors. In reaching its resolution (i) that the Business Combination Agreement and the transactions contemplated thereby are advisable and in the best interests of MTAC and its stockholders and (ii) to recommend that the stockholders adopt the Business Combination Agreement and approve the Business Combination and the transactions contemplated thereby, MTAC’s board of directors considered a range of factors, including, but not limited to, the factors discussed in the section referenced below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, MTAC’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. MTAC’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of MTAC’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

MTAC’s board of directors obtained a fairness opinion in connection with its consideration of the transactions contemplated by the Business Combination Agreement and also considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby. MTAC’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination.

MTAC’s board of directors concluded that the potential benefits that it expected MTAC and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, MTAC’s board of directors unanimously determined that the Business Combination Agreement and the Business Combination contemplated therein were advisable, fair to and in the best interests of MTAC and its stockholders. See the section of this proxy statement/prospectus titled “The Business Combination — MTAC’s Board of Directors’ Reasons for the Business Combination and the Recommendation of the Board of Directors.”

Interests of MTAC’s Directors and Officers in the Business Combination (page 121)

In considering the recommendation of the MTAC board of directors in favor of the Business Combination Proposal, MTAC stockholders should keep in mind that the Sponsor, and certain of MTAC’s officers and directors, have interests in such proposal that are different from, or in addition to, those of the MTAC stockholders generally. These interests include, among other things, the interests listed below:

•        If the Business Combination with Memic or another business combination is not consummated by December 22, 2022 (or such later date as may be approved by MTAC’s stockholders), MTAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding MTAC public shares for cash and, subject to the approval of its remaining stockholders and MTAC’s board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and MTAC’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to MTAC’s IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $56,925,000 based upon the closing price of $9.90 per share on Nasdaq on February 10, 2022.

•        The Sponsor purchased an aggregate of 4,933,333 MTAC private placement warrants from MTAC for $1.50 per warrant, each exercisable for one share of MTAC Class A Stock at $11.50 per share, for a purchase price of $7,400,000. Such MTAC private placement warrants had an aggregate market value of $2,345,799.84 based upon the closing price of $0.4755 per warrant on Nasdaq on February 10, 2022. The MTAC private placement warrants will become worthless if MTAC does not consummate a business combination by December 22, 2022 (or such later date as may be approved by MTAC stockholders in an amendment to the MTAC Charter).

•        The fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination, even if it is with a less favorable target company or on less favorable terms to stockholders, rather than liquidate.

•        Maurice Ferré, M.D., has served as a director and Chairman of the Board of Memic since March 2018, and has served as a director of MTAC since its inception. Dr. Ferré holds 1,535,057 Memic ordinary shares and 265,914 Memic preferred shares, as well as warrants to purchase 224,265 Memic preferred shares, the treatment of which is described in “The Business Combination Agreement.” Dr. Ferré purchased the Memic preferred shares and the Memic ordinary shares at a price per share equal to $0.8918 (Preferred C-1 Shares), $1.2005 (Preferred C-2 Shares) and $0.01 (ordinary shares), respectively. Dr. Ferré is also a PIPE investor and subscribed to purchase 100,000 PIPE Shares pursuant to a Subscription Agreement he executed concurrently with the parties’ execution of the Business Combination Agreement. Following the Effective Time, Dr. Ferré would beneficially own approximately 1.3% of Memic’s outstanding shares (assuming that, as of the closing of the Business Combination, no shares are redeemed and that there are 91,664,110 outstanding Memic ordinary shares).

•        Christopher C. Dewey, a director and the Chief Executive Officer of MTAC, personally holds 383,764 Memic ordinary shares, 531,830 Memic preferred shares, as well as warrants to purchase 448,531 Memic preferred shares, the treatment of which is described in “The Business Combination Agreement.” Mr. Dewey purchased the Memic preferred shares and the Memic ordinary shares at a price per share equal to $0.8918 (Preferred C-1 Shares), $1.2005 (Preferred C-2 Shares) and $0.01 (ordinary shares), respectively.  Mr. Dewey is also a PIPE investor and subscribed to purchase 350,000 PIPE Shares pursuant to a Subscription Agreement he executed concurrently with the parties’ execution of the Business Combination Agreement. Following the Effective Time, Mr. Dewey would beneficially own approximately 1.2% of Memic’s outstanding shares (assuming that, as of the closing of the Business Combination, no shares are redeemed and that there are 91,664,110 outstanding Memic ordinary shares). Mr. Dewey is a Managing Director of Ceros, which served as a placement agent for Memic in its private placement offering of Memic preferred shares in 2020 and 2021. Pursuant to its engagement by Memic, Ceros received warrants to purchase 460,467 Memic preferred shares, of which it currently holds warrants to purchase 295,920 Memic preferred shares, the treatment of which is described in “The Business Combination Agreement.” In addition, under Memic’s current amended and restated articles of association, Ceros has the authority to appoint, dismiss and replace one member of Memic’s Board of Directors so long as those Memic stockholders who were investors identified by Ceros, in its capacity as placement agent for Memic, hold in the aggregate at least 10% of Memic’s issued and outstanding share capital on an as-converted basis. Mark Goldwasser, a managing director of Ceros, is currently a director of Memic, but will not be a director of Memic upon consummation of the Business Combination.

•        David J. Matlin, a director and the Chief Financial Officer of MTAC, personally holds 531,830 Memic preferred shares, as well as warrants to purchase 448,531 Memic preferred shares, the treatment of which is described in “The Business Combination Agreement.” Mr. Matlin purchased the Memic preferred shares at a price per share equal to $0.8918 (Preferred C-1 Shares) and $1.2005 (Preferred C-2 Shares). Mr. Matlin is also a PIPE investor and subscribed to purchase 250,000 PIPE Shares pursuant to a Subscription Agreement he executed concurrently with the parties’ execution of the Business Combination Agreement. Following the Effective Time, Mr. Matlin would beneficially own approximately 0.76% of Memic’s outstanding shares (assuming that, as of the closing of the Business Combination, no shares are redeemed and that there are 91,664,110 outstanding Memic ordinary shares).

•        An affiliate of Manuel Aguero, a director of MTAC, subscribed to purchase 250,000 PIPE Shares at a price per share equal to $10.00 pursuant to a Subscription Agreement that was executed concurrently with the parties’ execution of the Business Combination Agreement.

•        The Sponsor and MTAC’s officers and directors (or their affiliates) may make loans from time to time to MTAC to fund certain capital requirements. The Sponsor previously loaned MTAC an aggregate of up to $178,080 to cover expenses related to MTAC’s initial public offering pursuant to a promissory note that was repaid in full on December 22, 2020. As of the date of this proxy statement/prospectus, the Sponsor

has loaned an additional $619,000 to MTAC (with a commitment to loan up to an additional $325,000 at the request of MTAC) to fund operating and transaction expenses in connection with the proposed Business Combination, and may make additional loans after the date of this proxy statement/prospectus for such purposes. If the Business Combination is not consummated or another business combination is not otherwise completed, the loans may not be repaid and would be forgiven except to the extent there are funds available to MTAC outside of the Trust Account.

•        Although no compensation of any kind was or will be paid by MTAC to the Sponsor, MTAC’s executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, these individuals have been or will be reimbursed for any out-of-pocket expenses incurred in connection with activities on MTAC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, which such unreimbursed amounts totaled approximately $15,000 as of the date of this proxy statement/prospectus.

Certain officers and members of the MTAC board also participate in arrangements that may provide them with other interests in the Business Combination that are different from yours, including, among others, arrangements for the continued service as directors of Memic following the consummation of the Business Combination. In particular, Mr. Dewey and Dr. Ferré will serve on the combined companies’ board of directors following the consummation of the Business Combination, with Dr. Ferré to continue his role as Chairman of the Board of Memic. In their capacity as directors of Memic following the Business Combination, each of Mr. Dewey and Dr. Ferré would be eligible to receive compensation for such services, including equity awards under its equity incentive plans.

As a result of multiple business affiliations, MTAC’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Furthermore, the MTAC Charter provides that the doctrine of corporate opportunity will not apply with respect to any of MTAC’s officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. MTAC does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity materially affected its search for a business combination. MTAC’s management is not aware of any such corporate opportunities not being offered to MTAC and does not believe the renouncement of its interest in any such corporate opportunities impacted its search for an acquisition target.

Further, the Sponsor and the officers and directors of MTAC have, pursuant to the Sponsor Letter Agreement, each agreed (A) to vote any MTAC common stock owned by them in favor of the Business Combination and (B) not to redeem any shares in connection with a shareholder vote to approve the Business Combination.

These interests, among others, may influence or have influenced the Sponsor and the officers and members of the MTAC board and Memic to support or approve the Business Combination. For more information concerning the interests of MTAC’s officers and directors, see the section titled “The Business Combination — Interests of MTAC’s Directors and Officers in the Business Combination” beginning on page 121 of this proxy statement/prospectus.

Agreements Entered Into in Connection with the Business Combination Agreement (page 150)

Voting Agreement

Concurrently with the execution of the Business Combination Agreement, MTAC entered into voting agreements (each, a “Voting Agreement” and collectively, the “Voting Agreements”) with certain shareholders of Memic (each, a “Voting Party” and collectively, the “Voting Parties”) representing the majority of the voting power of the Memic ordinary shares and the Memic preferred shares, on as-converted basis, and a majority of the Memic preferred shares. Each Voting Agreement provides, among other things, that each Voting Party will (i) vote all Memic ordinary shares and the Memic preferred shares beneficially owned by them in favor of the Business Combination and each other proposal related to the Business Combination on the agenda at the meeting of Memic shareholders called to approve the Business Combination, (ii) appear at such shareholder meeting for the purpose of establishing a quorum, (iii) vote all such shares against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Business Combination or the transactions contemplated thereby, (iv) not transfer, assign or sell such shares, except to certain permitted transferees, prior to the consummation of the Merger, (v) vote against any action or proposal (A) concerning any Memic acquisition proposal and (B) that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Business Combination or any of the other transactions contemplated by the Business Combination Agreement or result in a breach of any covenant,

representation or warranty or other obligation or agreement of Memic under the Business Combination Agreement that would result in the failure of any conditions to closing set forth therein to be satisfied, and (vi) comply with certain non-solicitation and confidentiality obligations.

Sponsor Letter Agreement

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

Pursuant to the terms of the Sponsor Letter Agreement, each member of the Sponsor Group agrees not to sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of, or enter into any contract or option to do any of the foregoing, with respect to any MTAC Class B Stock and MTAC Class A Stock beneficially owned by him, her or it, prior to the Effective Time, either voluntarily or involuntarily, other than (i) to MTAC’s officers or directors, any affiliates or family members of any MTAC officers or directors, any member of the Sponsor or its affiliates, or any affiliates of the Sponsor; (ii) by private sales or transfers made in connection with the transactions contemplated by the Business Combination Agreement, and (iii) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor, only if any such transferee enters into a written agreement with MTAC agreeing to be bound by certain provisions of the Sponsor Letter prior to such transfer.

In consideration of the foregoing, Memic agreed to use reasonable best efforts during the two-year period following the closing date of the Business Combination to comply with certain covenants, including, without limitation: (i) Memic will not, and will not cause, MTAC to be dissolved, liquidated or otherwise cease to be treated as a corporation for U.S. federal income tax purposes, (ii) Memic will not dispose of any MTAC common stock or any shares of capital stock of Memic U.S., other than as a result of a transfer to another subsidiary of Memic, (iii) immediately following the consummation of the Business Combination, MTAC will contribute at least 50% of its total cash and liquid assets (after taking into account the payment of the MTAC stockholder redemptions and payment of expenses incurred by MTAC in connection with the Business Combination) to Memic U.S., in exchange for such number of shares of capital stock of Memic U.S. representing an 80% or greater interest in Memic U.S., as calculated based on the book value of such capital stock on the closing date of the Business Combination, and (iv) following the Business Combination, Memic U.S. will use the cash and other liquid assets contributed to it to make loans to Memic for use in its business activities or for use by Memic U.S. in its business activities, as described in the Sponsor Letter Agreement, and MTAC will be prohibited from distributing to Memic an aggregate amount in excess of (i) $125 million, minus (ii) the aggregate amount of the MTAC stockholder redemptions paid out of the Trust Account.

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Memic entered into the Subscription Agreements with the PIPE investors, pursuant to which the PIPE investors have agreed to purchase, and Memic has agreed to sell to the PIPE investors, an aggregate of 7,635,000 Memic ordinary shares, at a purchase price of $10.00 per share, for an aggregate purchase price of $76,350,000, which price per share and aggregate purchase price assume that Memic has effected the reverse stock split prior to the Effective Time. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, the consummation of the transactions contemplated by the Business Combination Agreement.

Memic is required to, no later than 30 calendar days following the closing date of the Business Combination, file with the SEC a registration statement registering the resale of such shares and naming each PIPE investor as a selling shareholder thereunder. Additionally, Memic is required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies Memic that it will “review” the registration statement) following the filing date thereof and (ii) the 5th business day after the date Memic is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. Within two business days of notification that any registration state has been declared effective by the SEC, Memic must file the final prospectus under Rule 424 under the Securities Act.

Registration Rights Agreement

Concurrently with the consummation of the Business Combination, Memic, Sponsor and certain Memic equityholders (collectively with Sponsor, the “Memic Holders”) will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) to be effective as of the Effective Time, pursuant to which Memic will agree to file a shelf registration statement, by no later than 90 business days after the closing date of the Business Combination to register the resale of the Memic ordinary shares and Memic warrants held by the applicable parties. The Registration Rights Agreement also provides the Memic Holders with (i) piggyback registration rights and (ii) three demand rights in any 12-month period for an underwritten shelf takedown, provided that the demanding holders propose to sell securities with a total offering price reasonably expected to exceed, in the aggregate, $50 million in each underwritten shelf takedown. The Registration Rights Agreement provides that Memic will pay certain expenses relating to such registration and indemnify the Memic Holders against certain liabilities. Effective as of the closing of the Business Combination, (i) the existing registration rights agreement of MTAC, dated December 17, 2020, will automatically terminate and be of no further force and effect, and (ii) the Third Amended and Restated Investors’ Rights Agreement, dated as of November 23, 2020, among Memic and the investors party thereto, as amended, will automatically terminate and be of no further force and effect.

Lock-Up Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, in support of the Business Combination, Sponsor, and certain shareholders of Memic (collectively, with the Sponsor, the “Shareholder Parties”) have entered into and delivered the Lock-Up Agreement, pursuant to which the Shareholder Parties have agreed not to transfer any Memic ordinary shares held by them until the one year anniversary of the Effective Time, subject to early release if the stock price of the Memic ordinary shares is greater than or equal to $12.00 for any 20 trading days within any period of 30 consecutive trading days (as further described therein, and which will apply starting on the 150-day anniversary of the Effective Time), subject to certain permitted transfers (provided that such permitted transferees agree to be bound by the same transfer restrictions set forth in the Lock-Up Agreement).

The Business Combination Proposal (page 174)

The MTAC stockholders will consider and vote upon a proposal to approve and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the Business Combination. Please see the sections of this proxy statement/prospectus titled “The Business Combination” and “The Business Combination Agreement” for additional information and a summary of certain terms of the Business Combination and the Business Combination Agreement.

The Charter Proposal (page 174)

The MTAC stockholders will vote on separate proposals to approve the following material differences between the MTAC Charter and Memic’s Articles to be effective upon the consummation of the Business Combination: (i) the name of the new public entity will be “Memic Innovative Surgery Ltd.”; (ii) Memic’s amended and restated articles of association provide for one class of Memic ordinary shares as opposed to the two classes of MTAC common stock provided for in the MTAC Charter; (iii) Memic’s corporate existence is perpetual as opposed to MTAC’s corporate existence terminating if a business combination is not consummated within a specified period of time; and (iv)  Memic’s amended and restated articles of association do not include the various provisions applicable only to special purpose acquisition corporations that the MTAC Charter contains. Memic’s amended and restated articles of association to be in effect upon consummation of the Business Combination are attached as Annex B to this proxy statement/prospectus. See the section of this proxy statement/prospectus titled “Comparison of Your Rights as a Holder of MTAC’s Shares and Your Rights as a Potential Holder of the Combined Company Shares.”

The Adjournment Proposal (page 175)

If MTAC is unable to consummate the Business Combination at the time of the special meeting for any reason, the chairman presiding over the special meeting may submit a proposal to adjourn the special meeting to a later date or dates, if necessary. See the section of this proxy statement/prospectus titled “Proposals to be Considered by MTAC’s Stockholders — Proposal No. 3 — Adjournment Proposal.”

Date, Time and Place of Special Meeting of MTAC’s Stockholders (page 106)

The special meeting will be held at 11:00 a.m., Eastern time, on March 9, 2022, via live webcast at https://www.cstproxy.com/medtechacquisition/2022, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the proposals.

MTAC stockholders will have one vote for each share of MTAC common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. MTAC warrants do not have voting rights.

Redemption Rights (page 108)

Pursuant to the MTAC Charter, a holder of MTAC public shares may demand that MTAC convert such shares into cash if the Business Combination is consummated; provided that, as a condition to Memic’s obligation to consummate the Business Combination (which such condition may be waived by Memic), MTAC shall have an amount of available cash in its Trust Account, following payment by MTAC to its stockholders who have validly elected to redeem their shares of MTAC common stock, plus proceeds from the sale of PIPE Shares, of at least $250 million, and as a condition to MTAC’s obligation to consummate the Business Combination (which such condition may be waived by MTAC if not otherwise satisfied), there shall not have been more than $125 million worth of MTAC stockholder redemptions. Holders of MTAC public shares will be entitled to receive cash for these shares only if they deliver their shares to MTAC’s transfer agent no later than two business days prior to the special meeting. Holders of MTAC public shares do not need to affirmatively vote on the Business Combination Proposal or be a holder of such MTAC public shares as of the record date to exercise conversion rights. If the Business Combination is not consummated, these shares will not be converted into cash. If a holder of MTAC public shares properly demands conversion, delivers his, her or its shares to MTAC’s transfer agent as described above, and the Business Combination is consummated, MTAC will convert each MTAC public share into a full pro rata portion of the Trust Account, calculated as of two business days prior to the date of the special meeting. This would amount to approximately $10.00 per share (calculated as of the record date). If a holder of MTAC public shares exercises his, her or its conversion rights, then it will be exchanging its shares of MTAC Class A Stock for cash and will not become a shareholder of Memic. See the section of this proxy statement/prospectus titled “Special Meeting of MTAC Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

MTAC warrant holders do not have conversion rights with respect to such securities.

MTAC public shares that are owned by holders who do not elect to have their shares redeemed for cash are subject to dilution by other securities being issued in the Business Combination.

The amount of dilution incurred by MTAC public shares that are owned by holders who do not elect to have their shares redeemed for cash will depend on the number of shares that are redeemed. See “Selected Unaudited Condensed Combined Pro Forma Financial Information — Ownership” for a summary of the effect of two redemption scenarios — a scenario assuming no redemptions, and a scenario assuming that all MTAC public shares are redeemed for their pro rata share of the cash in the Trust Account. That provision includes a description of the dilution as a result of warrants retained by the holders of MTAC public shares that do not elect to have their shares redeemed.

In the Sponsor Letter Agreement executed concurrently with the MTAC IPO, the Sponsor and MTAC’s officers and directors agreed to (i) waive their redemption rights with respect to their Founder Shares and MTAC public shares in connection with the completion of an initial business combination (including this proposed Business Combination), (ii) waive their redemption rights with respect to their Founder Shares and MTAC public shares in connection with a stockholder vote to approve an amendment to the MTAC Charter to (A) modify the substance or timing of its obligation to provide for the redemption of MTAC public shares in connection with an initial business combination or

to redeem 100% of MTAC public shares if MTAC does not complete an initial business combination within 24 months from the closing of the MTAC IPO or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if MTAC fails to complete an initial business combination within 24 months from the closing of the MTAC IPO (although they will be entitled to liquidating distributions from the trust account with respect to any MTAC public shares they hold if MTAC fail to complete an initial business combination within the prescribed time frame).

Appraisal Rights (page 109)

MTAC stockholders and MTAC warrant holders do not have appraisal rights in connection with the transactions contemplated by the Business Combination Agreement under the DGCL. See the section of this proxy statement/prospectus titled “Special Meeting of MTAC Stockholders — Appraisal or Dissenters’ Rights.”

Recommendation to MTAC Stockholders (page 106)

MTAC’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of MTAC and its stockholders and recommends that MTAC stockholders vote “FOR” the Business Combination Proposal, “FOR” each of the charter proposal, and “FOR” the adjournment proposal, if presented.

Certain Material U.S. Federal Income Tax Considerations (page 132)

For a description of certain material U.S. federal income tax consequences of the Business Combination, the exercise of MTAC stockholder redemptions in respect of shares of MTAC common stock and the ownership and disposition of Memic ordinary shares and/or Memic warrants, please see “The Business Combination — Certain Material U.S. Federal Income Tax Considerations” beginning on page 132.

Certain Material Israeli Tax Considerations (page 142)

For a description of certain material Israeli tax consequences of the ownership and disposition of Memic ordinary shares and/or Memic warrants, please see “The Business Combination — Certain Material Israeli Tax Considerations” beginning on page 142.

Anticipated Accounting Treatment (page 140)

The Business Combination is comprised of a series of transactions pursuant to the Business Combination Agreement, as described elsewhere in this proxy statement/prospectus. For accounting purposes, the transaction will be effectuated by six main steps:

1.      The conversion of Memic preferred shares into Memic ordinary shares, in accordance with, and based on the applicable conversion ratio set forth in, Memic’s amended and restated articles of association.

2.      Immediately following the conversion of Memic preferred shares, all outstanding Memic ordinary shares, all Memic ordinary shares underlying Memic preferred warrants, and all Memic ordinary shares underlying vested Memic options, will be reclassified into Memic ordinary shares and price adjustment rights.

3.      Immediately following the reclassification and prior to the consummation of the PIPE investment, Memic will effect the reverse stock split.

4.      The merger of MTAC with Merger Sub, with MTAC surviving as a wholly-owned subsidiary of Memic, which is accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP.

5.      The Subscription Agreements related to the PIPE investment, which were executed concurrently with the Business Combination Agreement.

6.    The sale of the PIPE Shares pursuant to Subscription Agreements, which were executed concurrently with the Business Combination Agreement, will result in the issuance of Memic ordinary shares, leading to an increase in share capital and share premium.

Comparison of Rights of Stockholders of MTAC and Shareholders of Memic (page 265)

If the Business Combination is successfully completed, holders of MTAC common stock will become holders of Memic ordinary shares and their rights as shareholders will be governed by Memic’s organizational documents. There are also differences between the laws governing MTAC, a Delaware corporation, and Memic, an Israeli company. Please see “Comparison of Your Rights as a Holder of MTAC’s Shares and  Your Rights as a Potential Holder of the Combined Company Shares” on page 265 for more information.

Emerging Growth Company (page 131)

Each of MTAC and Memic is, and consequently, following the Business Combination, the combined company will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, the combined company will be eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find the combined company’s securities less attractive as a result, there may be a less active trading market for the combined company’s securities and the prices of the combined company’s securities may be more volatile.

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 combined 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 combined 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 combined company’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

The combined company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the date on which Memic ordinary shares were offered in exchange for MTAC common stock in connection with the Business Combination, (b) in which the combined company has total annual gross revenue of at least $1.07 billion, or (c) in which the combined company is deemed to be a large accelerated filer, which means the market value of the combined company’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the combined company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Regulatory Matters (page 140)

Completion of the Business Combination is not subject to any regulatory requirements or approvals, other than with respect to U.S. federal securities laws, Israeli government regulation and the filings with the State of Israel and the State of Delaware necessary to effectuate the Business Combination.

Summary Risk Factors (page 48)

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 48. Such risks include, but are not limited to:

•        Memic is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future;

•        Memic’s limited operating history and evolving business model makes evaluating its business and future prospects difficult and may increase the risk of your investment;

•        Memic is creating innovative technology by designing, developing and commercializing a robotic surgical device. The difficulties in developing and manufacturing the device may affect Memic’s ability to sell the product at competitive prices, or at all, or may lead to losses;

•        Memic expects to invest substantially in research and development for the purpose of developing and commercializing new products, and these investments could significantly reduce its profitability or increase its losses and may not generate revenue for Memic;

•        There is no certainty that Memic’s Hominis Surgical System products will be included in, or recommended by, any clinical practice guidelines or other guidelines and standards relevant to Memic’s business.;

•        Memic may experience significant delays in the design, production and launch of its Hominis Surgical System, which could harm its business, prospects, financial condition and operating results;

•        There is no certainty that Memic’s Hominis families of products and related services will be accepted by the United States and international medical community;

•        Memic may need to raise additional funds in the future in order to execute its business plan and these funds may not be available to Memic when it needs them. If Memic cannot raise additional funds when it needs them, its business, prospects, financial condition and operating results could be negatively affected;

•        Memic’s products and business are subject to significant regulations, including regulations pertaining to the manufacture and sale of its products, as well as to the reimbursement process for its Hominis families of products and related services;

•        The markets in which Memic competes are characterized by rapid technological change, which requires Memic to continue to develop new products and product innovations, and could adversely affect market adoption of its products;

•        Memic depends on Memic’s intellectual property, and Memic’s future success is dependent on Memic’s ability to protect Memic’s intellectual property and not infringe on the rights of others;

•        Memic may experience difficulties in managing its growth and expanding its operations;

•        If MTAC’s stockholders fail to properly demand redemption rights, they will not be entitled to convert their MTAC common stock into a pro rata portion of MTAC’s Trust Account;

•        The financial and other interests of the MTAC board of directors may have influenced the board’s decision to approve the Business Combination;

•        The Memic securities to be received by MTAC’s securityholders as a result of the Business Combination will have different rights from MTAC securities and MTAC’s stockholders will have a reduced ownership and voting interest of the combined company after consummation of the Business Combination; and

•        The other matters described in the section titled “Risk Factors” beginning on page 48.

SELECTED UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial statements present the combination of certain financial information of MTAC and Memic, adjusted to give effect to the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

MTAC was incorporated in Delaware on September 11, 2020. MTAC 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 or entities. As of September 30, 2021, there was $250 million held in the Trust Account.

Memic is a company organized under the laws of the State of Israel. Memic is a medical device company that is developing and commercializing innovative, minimally invasive, patented, robotic surgical solutions. Memic’s first line of products is the 6N, which is a humanoid shaped device with articulated robotic tools, approved by the FDA.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2021 assumes that the transactions occurred on June 30, 2021. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 present pro forma effect to the Business Combination as if it had been completed on January 1, 2020.

The unaudited pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the transactions occurred on the dates indicated. The unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

This information should be read together with MTAC’s and Memic’s audited and unaudited financial statements and related notes, the sections titled “MTAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Memic’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

Under both the “no redemption” scenario and the “maximum redemption” scenario, the Business Combination will be accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of MTAC Class A Stock:

•        Assuming No Redemptions:    This presentation assumes that no MTAC public stockholders exercise redemption rights with respect to their MTAC Class A Stock.

•        Assuming Maximum Redemptions:    This presentation assumes that all of MTAC Class A Stockholders holding 25,000,000 shares of MTAC Class A Stock will exercise their redemption rights for the $250 million of funds in the Trust Account. Memic’s obligations under the Business Combination Agreement are subject, among other conditions, to the amount of cash and cash equivalents in the Trust Account (after giving effect to redemptions of MTAC Class A Stock before payment of MTAC’s and Memic’s transaction related expenses), together with the aggregate amount actually received from the PIPE investors pursuant to the PIPE investment less repayment of any and all of MTAC working capital notes, equaling at least $250 million. MTAC’s obligations under the Business Combination Agreement are subject, among other conditions, to the amount of cash and cash equivalents in the Trust Account equaling at least 50% of the aggregate amount of cash contained in the Trust Account. In addition, the Business Combination may be consummated only if MTAC has at least $5,000,001 of net tangible assets after giving effect to the redemption of any MTAC Class A Stock submitted for redemption. The maximum redemption scenario assumes that both Memic and MTAC have waived their rights to terminate the Business Combination Agreement. The number of redemptions may impact whether Memic is able to meet the listing requirements

of Nasdaq. See “Risk Factors — The Memic ordinary shares and Memic warrants may not be listed on a national securities exchange after the Business Combination, which could limit investors’ ability to make transactions in such securities and subject Memic to additional trading restrictions.”

Description of the Transactions

On August 12, 2021, MTAC entered into the Business Combination Agreement with Memic and Merger Sub. Pursuant to the Business Combination Agreement, Merger Sub will be merged with and into MTAC. As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement, MTAC will survive the Business Combination as a direct wholly owned subsidiary of Memic.

Immediately prior to the Effective Time, Memic will undergo a capital restructuring, as follows: (i) conversion of each outstanding Memic preferred share into one Memic ordinary share (which shall also result in the Memic preferred warrants becoming exercisable solely for Memic ordinary shares); (ii) reclassification of all outstanding Memic ordinary shares, all Memic ordinary shares underlying Memic preferred warrants and all Memic ordinary shares underlying vested Memic options into Memic ordinary shares and price adjustment rights; and (iii) consummation of a reverse stock split to cause the value of the outstanding Memic ordinary shares immediately prior to the Effective Time to equal $10.00 per share and to change the par value of Memic ordinary shares from NIS 0.01 to no par value. Additionally, any Memic preferred warrants and any Memic ordinary shares underlying any Memic options shall be equitably adjusted to give effect to the reverse stock split.

Following the capital restructuring, Memic will issue to MTAC stockholders the following securities at the Effective Time: (i) each outstanding share of MTAC Class B Stock issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall be converted into the right to receive one Memic ordinary share; (ii) each outstanding share of MTAC Class A Stock issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall be converted into the right to receive one Memic ordinary share; and (iii) each MTAC warrant outstanding and unexercised immediately prior to the Effective Time will be assumed by Memic and will become one Memic warrant.

Additionally, immediately following the consummation of the Business Combination, MTAC will contribute at least 50% of its total cash and liquid assets (after taking into account the payment of the Aggregate Redemption Payments Amount and payment of expenses incurred by MTAC in connection with the Business Combination) to Memic U.S. in exchange for such number of shares of capital stock of Memic U.S. representing an 80% or greater interest in Memic U.S., as calculated based on the book value of such capital stock at the closing, and Memic U.S. shall use the cash and other liquid assets to either make loans to Memic for use by Memic in its business activities, or for use by Memic U.S. in its business activities.

PIPE

Concurrently with the execution of the Business Combination Agreement, Memic and the PIPE investors entered into Subscription Agreements for the sale of 7.635 million Memic ordinary shares at a price per share of $10.00 for aggregate proceeds of not less than $76.4 million. The closing of the PIPE investments is conditioned upon the consummation of the Business Combination and will close immediately prior to the Effective Time, but after giving effect to the capital restructuring.

Price Adjustment Rights

As part of the capital restructuring, immediately following the conversion of the Memic preferred shares into Memic ordinary shares, each Memic ordinary share underlying vested Memic options and each Memic ordinary share underlying Memic preferred warrants, will be reclassified into (a) one Memic ordinary share and (b) a number of price adjustment rights determined as the product of (i) the aggregate number of price adjustment rights (17,235,450) and (ii) a fraction, the numerator of which is one, and the denominator of which is the aggregate number of Memic ordinary shares outstanding plus the then-outstanding aggregate number of Memic ordinary shares underlying vested Memic options and Memic preferred warrants, in each case immediately prior to the reclassification.

The aggregate number of price adjustment rights will be automatically reduced, without any further action on the part of Memic or the holders thereof, to equal the product of (a) 17%, multiplied by (b) the sum of (i) the total number of outstanding Memic ordinary shares (as calculated immediately after the Effective Time and having given effect to the redemption of MTAC Class A Stock), plus (ii) the total number of Memic ordinary shares underlying any outstanding vested Memic options and Memic preferred warrants.

Unless earlier automatically exercised upon an Acceleration Event and during the period until the fifth anniversary of the closing date of the Business Combination, the price adjustment rights will be exercised according to the following tranches: (i) 19.606% of the price adjustment rights will automatically be exercised if the stock price of Memic ordinary shares is greater than or equal to $12.50 over any 15 trading days within any period of 30 consecutive trading days; (ii) 19.606% of the price adjustment rights will automatically be exercised if the stock price of Memic ordinary shares is greater than or equal to $15.00 over any 15 trading days within any period of 30 consecutive trading days; (ii) 19.612% of the price adjustment rights will automatically be exercised if the stock price of Memic ordinary shares is greater than or equal to $17.50 over any 15 trading days within any period of 30 consecutive trading days; and (iv) 41.176% of the price adjustment rights will automatically be exercised if the stock price of Memic ordinary shares is greater than or equal to $20.00 over any 15 trading days within any period of 30 consecutive trading days.

If any of the tranches of price adjustment rights has not been automatically exercised by the fifth anniversary of the closing date of the Business Combination, then those tranches of the price adjustment rights shall be automatically forfeited without consideration and shall cease to exist.

Consideration

The following represents the Merger Consideration under the “no redemption” scenario and the “maximum redemption” scenario, assuming no Existing Memic Warrants (as defined in “Description of Memic Warrants”) and Memic warrants issued to holders of MTAC warrants in accordance with the Business Combination Agreement have been exercised and no Memic ordinary shares have been issued pursuant to the price adjustment rights:

____________

(a)      The value of Memic ordinary shares is reflected at $10.00 per share.

Ownership

The following table summarizes the unaudited pro forma (i) Memic ordinary shares outstanding as of June 30, 2021, including Memic preferred shares converted into Memic ordinary shares, after giving effect to the reverse stock split, (ii) 7,646,002 Memic preferred shares (4,042,593 after the reverse stock split) and 191,149 Memic ordinary shares underlying existing Memic warrants (101,056 after the reverse stock split) that are expected to be issued after June 30, 2021 and before the Effective Time (refer to adjustment L below), (iii) Memic ordinary shares and Memic preferred shares underlying vested Memic options, existing Memic warrants and price adjustment rights, after giving effect to the reverse stock split, (iv) Memic ordinary shares issued to MTAC stockholders and to the PIPE investors pursuant to the Business Combination and (v) Memic ordinary shares underlying Memic warrants issued to MTAC stockholders pursuant to the Business Combination, under the “no redemption” scenario and the “maximum redemption” scenario. The following table excludes (a) the Memic ordinary shares issuable upon exercise of unvested Memic options, (b) Memic options that vested after the date of the split factor calculation (refer to adjustment L below) and (c) any unallocated shares under Memic’s equity incentive plans.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 are based on the historical financial statements of MTAC and Memic. The unaudited pro forma adjustments are based on currently available information, assumptions and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2021
(in thousands, assuming no redemption)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2021
(in thousands, assuming maximum redemption)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR SIX-MONTH ENDED JUNE 30, 2021
(in thousands, except share and per share data, assuming no redemption)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR SIX-MONTH ENDED JUNE 30, 2021
(in thousands, except share and per share data, assuming maximum redemption)

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 is based on the historical financial statements of MTAC and Memic. The unaudited pro forma adjustments are based on currently available information, assumptions and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
(in thousands, except share and per share data, assuming no redemption)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
(in thousands, except share and per share data, assuming maximum redemption)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.     Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the transaction and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 are based on the historical financial statements of Memic and MTAC.

The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

Memic and MTAC did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 assumes that the Business Combination occurred on June 30, 2021. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 presents pro forma effect to the Business Combination as if it had been completed on January 1, 2020.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 has been prepared using, and should be read in conjunction with, the following:

•        MTAC’s unaudited balance sheet as of June 30, 2021; and

•        Memic’s unaudited condensed consolidated interim balance sheet as of June 30, 2021, and the related notes for the six months ended June 30, 2021 included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 has been prepared using, and should be read in conjunction with, the following:

•        MTAC’s unaudited statement of operations for the six months ended June 30, 2021; and

•        Memic’s unaudited consolidated statements of operations for the six months ended June 30, 2021 and the related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 has been prepared using, and should be read in conjunction with, the following:

•        MTAC’s audited statement of operations for the period from September 11, 2020 (inception) through December 31, 2020, as restated, and the related notes included elsewhere in this proxy statement/prospectus; and

•        Memic’s audited consolidated statements of operations for the year ended December 31, 2020 and the related notes included elsewhere in this proxy statement/prospectus.

Memic’s management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Memic believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.

Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Memic believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Memic. They should be read in conjunction with the historical financial statements and notes thereto of MTAC and Memic.

2. Accounting Policies

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of Memic. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

3.     Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only. The pro forma financial information reflects transaction related adjustments management believes are necessary to present fairly Memic’s pro forma results of operations and financial position following the closing of the Business Combination and related transactions as of and for the periods indicated.

The unaudited pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined company following consummation of the Business Combination filed consolidated income tax returns during the periods presented.

The unaudited pro forma share capital and additional paid-in capital amounts presented in the unaudited pro forma condensed combined balance sheet are based on the number of outstanding Memic ordinary shares, assuming the Business Combination occurred on June 30, 2021 and that all outstanding options and warrants as of June 30, 2021 were not exercised as part of the Business Combination. Memic ordinary shares, Memic options and Memic warrants that were issued after June 30, 2021 were not included in the pro forma calculations.

The unaudited pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations for six months ended June 30, 2021 and for the year ended December 31, 2020 are based upon the number of outstanding Memic ordinary shares, assuming the Business Combination occurred on January 1, 2020.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2021 are as follows:

(A)    Represents pro forma adjustments to the cash balance and investments held in the Trust Account to reflect in case of no redemption the following:

(B)    Represents pro forma adjustments to the cash balance and investments held in the Trust Account to reflect in case of maximum redemption the following:

(C)    Reflects the reclassification of $250.0 million of United States Treasury Securities held in the Trust Account that becomes available following the Business Combination in case of no redemption.

(AC) Represents the proceeds of $17.0 million from the issuance of 7,646,002 Memic preferred shares and 191,149 Memic warrants, that are, in high probability, expected to be issued prior to the Effective Time. The proceeds from the issuance are allocated between the warrants, according to their fair value as of June 30, 2021 (approximately $0.4 million), and additional paid in capital (approximately $16.6 million). For the purposes of the pro-forma herein, it was assumed that the issuance occurred immediately prior to the Business Combination and subject to the capital restructuring and reverse stock split.

(D)    Reflects the redemption of 25,000,000 of MTAC redeemable convertible preferred shares, and the payment of $250.0 million to holders of MTAC Class A Stock subject to redemption, in case of maximum redemption.

(E)    Reflects the proceeds of $76.4 million from issuance and sale of 7,635,000 of Memic ordinary shares in a private placement pursuant to the Subscription Agreements.

(F)    Represents additional incremental transaction expenses of $5.4 million incurred by MTAC in consummating the transaction, that were not paid prior to the consummation of the Business Combination.

(G)    Represents additional specific incremental transaction expenses of approximately $15.0 million, including fees, costs and expenses incurred by Memic in consummating the transaction, such as bankers’ fees, legal fees, advisory fees, etc., less approximately $0.1 million of transaction expenses that were paid prior to June 30, 2021.

(H)    Reflects the reclassification of $8.8 million of MTAC’s deferred underwriting fee which are payable upon closing, from long term liabilities to a decrease of cash and cash equivalents.

(I)     Represents pro forma adjustments to Memic’s share capital due in the case of no redemption, based on the 12,646,383 Memic ordinary shares outstanding as of June 30, 2021 and effects of the capital restructuring as part of the Business Combination and the shares which would be issued as part of the Business Combination to MTAC and PIPE investors assuming no redemption, presented in the table below:

The adjustment in the pro forma balance sheet reflects the adjustment to the U.S. dollar value of Memic share capital, following the change in Memic ordinary shares par value, from NIS 0.01 prior to the stock split to no par value after the reverse stock split.

(J)     Represents pro forma adjustments to Memic’s share capital due in the case of maximum redemption, based on the 12,646,383 Memic ordinary shares outstanding as of June 30, 2021 and effects of the capital restructuring as part of the Business Combination and the shares which would be issued as part of the Business Combination to MTAC and PIPE investors assuming maximum redemption presented in the table below:

The adjustment in the pro forma balance sheet reflects the adjustment to the U.S. dollar value of Memic share capital, following the change in Memic ordinary shares par value, from NIS 0.01 prior to the stock split to no par value after the reverse stock split.

(K)    Reflects the conversion of 79,540,354 redeemable convertible preferred shares, 0.01 NIS par value, outstanding as of June 30, 2021, into Memic ordinary shares.

(L)    Represents the effect of the reverse stock split, calculated by subtracting the product of the aggregate amount of Memic ordinary shares following the conversion of Memic preferred shares and the split factor (0.53) from the aggregate amount of Memic ordinary shares following the conversion of Memic preferred shares. For the unaudited pro forma purposes, the split factor was calculated based on the number of outstanding Memic ordinary shares (12,646,383), Memic preferred shares converted into Memic ordinary shares (87,186,356, which includes 7,646,002 Memic preferred shares that are expected to be issued prior to the Effective Time), Memic ordinary shares underlying Existing Memic Warrants (11,076,016, which includes 191,149 warrants that are expected to be issued prior to the Effective Time) and Memic ordinary shares underlying vested Memic options (7,311,241) as of October 20, 2021. The calculated split factor was later applied on the outstanding Memic ordinary shares (including Memic preferred shares converted to Memic ordinary shares) as of June 30, 2021. The split factor is subject to change at the time of the Business Combination, as it is based on the number of outstanding Memic ordinary shares, Memic ordinary shares underlying Existing Memic Warrants and Memic ordinary shares underlying vested Memic options as calculated immediately prior to the Effective Time.

(M)   Represents the number of Memic ordinary shares to be issued to MTAC stockholders as part of the Business Combination in case of no redemption. Calculated as the sum of 25,000,000 Memic ordinary shares issued to holders of MTAC Class A Stock and 6,250,000 Memic ordinary shares issued to holders of MTAC Class B Stock.

(N)    Represents the number of Memic ordinary shares to be issued to MTAC stockholders as part of the Business Combination in case of maximum redemption. Represents 6,250,000 Memic ordinary shares issued to holders of MTAC Class B Stock.

(O)    Represents the number of Memic ordinary shares to be issued to PIPE investors as part of the Business Combination. Calculated as the aggregate gross proceeds of $76,350,000 in share price of $10.00.

(P)    Represents pro forma adjustments to additional paid-in capital balance to reflect the following in case of no redemption: