Memic Innovative Surgery Ltd. entered into letter of intent to acquire MedTech Acquisition Corporation (NasdaqCM:MTAC) from a group of sellers for approximately $780 million in a reverse merger transaction on April 21, 2021. Memic Innovative Surgery entered into a definitive agreement to acquire MedTech Acquisition Corporation ("MTAC") on August 12, 2021. Memic's existing stockholders will be rolling 100% of their equity into the combined company. The security holders of Memic are expected to own approximately 61.6%, MTAC stockholders 24.7%, PIPE investors 7.5%, and MTAC's sponsor 6.2% of the combined company. Upon the closing of the transaction, the combined company will operate under the Memic Innovative Surgery Holding name and, Maurice R. Ferré, an independent director of MTAC and current Chairman of the board of Memic, will become Executive Chairman of the combined company. Combined company's board will consist of 7 members, with Memic's existing shareholders designating three directors and proposing one additional director for mutual agreement and majority of independent directors. MTAC will designate 2 directors and propose one additional director for mutual agreement. As of September 9, 2021, Robert L. Ryan and Sandra Morgan will join Memic's board of directors. Ryan and Morgan pending the closing of the acquisition.

The transaction is subject to the approval of the stockholders of Memic and MTAC, regulatory approvals, the registration statement on Form F-4 that Memic intends to file with the Securities and Exchange Commission will have become effective, the ordinary shares and warrants issuable in accordance with the terms of the business combination agreement shall have been approved for listing on the Nasdaq Capital Market, MTAC has at least $5,000,001 of net tangible assets, Memic shareholders owning at least 1% of the outstanding shares of Memic capital stock shall have entered into the Lock-Up Agreement with Memic and MTAC Sponsor and such agreement shall be in full force and effect and the satisfaction or waiver of other customary conditions. The proposed transaction has been approved by the board of directors of Memic and unanimously approved by the board of MTAC. Medtech Acquisition Sponsor LLC and the officers and directors of MTAC beneficially owning an aggregate of approximately 20% of the outstanding MTAC common stock have each agreed to vote any MTAC common stock owned by them in favor of the business combination. MTAC's board of directors created a special committee, consisting of independent directors to evaluate the transaction. The business combination is expected to be completed in the fourth quarter of 2021. As of February 8, 2022, as of the date 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. 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. The closing of the sale of the PIPE Shares is conditioned upon the consummation of the Business Combination. As of February 14, 2022, the transaction is expected to close on March 9, 2022, following the shareholder approval.

BofA Securities is serving as sole financial advisor to Memic. Robert L. Grossman and Daniella G. Silberstein of Greenberg Traurig, LLP is serving as legal counsel to Memic. Elie Sprung of Tadmor Levy & Co. is acting as legal advisor to Memic. Raymond James & Associates, Inc. is serving as sole financial advisor to MTAC. Duff & Phelps, LLC acted as financial advisor and provided fairness opinion to the Board of MTAC. Kevin Shuler of Foley & Lardner, LLP and Clifford M.J. Felig of Meitar | Law Offices are serving as legal counsel to MTAC. agreed to pay Duff & Phelps a fee of $500,000 in connection with the rendering of the opinion to the MTAC Board. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC acted as proxy solicitor to MTAC for a fee of $32,500, plus disbursements.

Memic Innovative Surgery Ltd. cancelled the acquisition of MedTech Acquisition Corporation (NasdaqCM:MTAC) from a group of sellers in a reverse merger transaction on March 9, 2022. Both companies have mutually agreed to terminate due to market conditions and associated volatility as a result of recent world events.