MEDTECH ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of MedTech Acquisition Corporation: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

MEDTECH ACQUISITION CORPORATION

INDEX TO FINANCIAL STATEMENT

REPORT OF INDEPENDENT REGISTERED PUBLIC

To the Stockholders and the Board of Directors of

MedTech Acquisition Corporation

Opinion on the Financial Statement

accompanying balance sheet of MedTech Acquisition Corporation (the "Company") as of December 22, 2020, and the related

notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly,

in all material respects, the financial position of the Company as of December 22, 2020, in conformity with accounting principles

generally accepted in the United States of America.

This financial statement

is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's

financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the

U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit

in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is

not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our

audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such

performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and

performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the

amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit

provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor since 2020.

MEDTECH ACQUISITION CORPORATION

The accompanying notes are an integral part

of the financial statement.

MEDTECH ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENT

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Acquisition Corporation. (the "Company") was incorporated in Delaware on September 11, 2020. The Company was formed

for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business

combination with one or more businesses (the "Business Combination").

is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early

stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging

22, 2020, the Company had not commenced any operations. All activity for the period from September 11, 2020 (inception) through

December 22, 2020 relates to the Company's formation and the initial public offering ("Initial Public Offering"),

which is described below. The Company will not generate any operating revenues until after the completion of its initial Business

Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived

from the Initial Public Offering, held in the Trust Account.

The registration statement

for the Company's Initial Public Offering was declared effective on December 17, 2020. On December 22, 2020 the Company consummated

the Initial Public Offering of 25,000,000 units (the "Units" and, with respect to the Class A common stock included

in the Units sold, the "Public Shares"), which includes the partial exercise by the underwriter of its over-allotment

option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note

the closing of the Initial Public Offering, the Company consummated the sale of 4,933,333 warrants (the "Private Placement

Warrants") at a price of $1.50 per Private Placement Warrant in a private placement to MedTech Acquisition Sponsor LLC (the

"Sponsor"), generating gross proceeds of $7,400,000, which is described in Note 4.

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

of other offering costs. In addition, as of December 22, 2020, cash of $1,338,448 was held outside of the Trust Account (as defined

below) and is available for the payment of offering costs and for working capital purposes.

the closing of the Initial Public Offering on December 22, 2020, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds

of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account

(the "Trust Account"), located in the United States and invested only in U.S. government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended

investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination

and (ii) the distribution of the funds held in the Trust Account, as described below.

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and

the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair

market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts

held in trust and net of taxes payable). The Company will only complete a Business Combination if the post-transaction company

owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

the target business sufficient for it not to be required to register as an investment company under the Investment Company Act

of 1940, as amended (the "Investment Company Act").

will provide the holders of the outstanding Public Shares (the "Public Stockholders") with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder

meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company

will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders

will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated

to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be

no redemption rights upon the completion of a Business Combination with respect to the Company's warrants.

MEDTECH ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENT

will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related

redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide

to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of

Incorporation (the "Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the

U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a

Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing

requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem

shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the

Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares

(as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business

Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote,

irrespective of whether they vote for or against the proposed transaction.

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant

to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate

of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined

under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted

from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the