UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~May 181, 2023 (April 25, 2023)

LAVA MEDTECH ACQUISITION CORP.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware

001-40965

86-2973712

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

303 Wyman Street, Suite 300

Waltham, MA 02451

(Address of Principal Executive Offices) (Zip Code)

(781) 530-3868

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.14a-12)~~:

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant	LVACU	The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share	LVAC	The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for shares of Class A common stock at a price of $11.50 per share	LVACW	The Nasdaq Stock Market LLC

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant	LVACU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	LVAC	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at a price of $11.50 per share	LVACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn ~~previously~~April ~~disclosed~~25, ~~LAVA~~ 2023, LAVA Medtech Acquisition Corp., a Delaware corporation (the “Company,” ~~“we~~),” held ~~“us” or “our”) has called~~ a special meeting of stockholders (the “Meeting”) for ~~stockholders~~the topurposes ~~consider~~of considering and ~~vote~~voting onupon (1i) a proposal to amend the Company’s ~~amended~~Amended and ~~restated~~Restated ~~certificate~~Certificate of Incorporation ~~incorporation,~~(the “Charter”) to extend the date by which ~~the~~it ~~Company~~has ~~must~~to consummate ~~its~~a ~~initial~~ business combination (the “Combination Period”) up to eight (8) times for an additional one (1) month each time, from April 29, 2023 to December 29, 2023 (the “Extension Amendment Proposal”);, ~~and~~ (2ii) a proposal to amend the Company’s ~~investment~~Investment ~~management~~Management ~~trust~~Trust ~~agreement~~Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the ~~date~~Combination ~~by which~~Period ~~the Company must consummate its initial business combination~~ up to eight (8) times for an additional one (1) month each time, from April 29, 2023 to December 29, 2023, by depositing into the Company’s trust account (the “Trust Account”), for each one-month extension, $50,000 (the “Trust Agreement Amendment Proposal”); and (iii) a proposal to amend the Company’s Charter to eliminate the limitation that the Company may not redeem Public Shares (as defined below) to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Proposal”).

~~Excise~~As ~~Tax~~of the record date of March 29, 2022, there were a total of 14,375,000 shares of common stock, including 11,500,000 shares of Class A common stock and 2,875,000 shares of Class B common stock, issued and outstanding and entitled to vote at the Meeting. There were 12,407,740 shares of the Company’s common stock present at the Meeting in person or represented by proxy, or approximately 86.13% of the total shares issued and outstanding and entitled to vote at the Meeting, representing a quorum.

AsThe ~~described~~Extension ~~in the definitive~~Amendment ~~proxy~~Proposal was ~~statement~~approved ~~mailed~~by ~~to stockholders in connection with~~ the ~~Meeting~~affirmative ~~(the~~vote ~~“Proxy~~of ~~Statement”), pursuant to~~ the ~~Inflation~~holders ~~Reduction Act~~ of ~~2022~~at ~~(the~~least ~~“IR Act”), commencing in 2023, a 1~~65% ~~U.S. federal excise tax is imposed on certain repurchases (including redemptions)~~ of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations occurring after December 31, 2022. As a result, any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the ~~excise tax. Notwithstanding the foregoing, the~~ Company ~~will not use any of the funds placed in the trust account established for the benefit of the Company~~’s ~~public stockholders~~ ~~and~~outstanding maintained by Continental Stock Transfer & Trust Company, acting as trustee, including any interest earned thereon, to pay for any excise tax liabilities with respect to any redemptions of the shares of Class A common stock, ~~par~~and ~~value~~received ~~$0.0001 per share, of~~ the ~~Company~~ ~~(the~~following ~~"Class A Shares"), prior to or in connection with the extension, a business combination or our liquidation.~~votes:

Conversion of Founder Shares

For		Against		Abstain
10,311,429		2,096,311		0

WeThe ~~anticipate~~Trust ~~that,~~Agreement ~~in connection with the Meeting, LAVA Medtech Sponsor~~Amendment Proposal LPwas ~~(the~~approved ~~“Sponsor”),~~by the ~~stockholder~~affirmative ~~holding~~vote ~~all~~ of the ~~issued~~holders ~~and outstanding shares~~ of ~~Class~~at Bleast ~~common~~65% ~~stock, par value $0.0001 per share,~~ of the Company’s ~~(the~~outstanding ~~“Founder~~common ~~Shares”) will convert its Founder Shares into Class A Shares on a one-for-one basis (the “Conversion”). We anticipate that~~stock, ~~as a result, following the Meeting, 2,875,000 Founder Shares will be cancelled,~~ and ~~2,875,000~~received ~~Class A Shares will be issued to~~ the ~~Sponsor.~~following All of the terms and conditions applicable to the Founder Shares set forth in the Letter Agreement, dated October 26, 2021, by and among the Company, its officers, its directors and the Sponsor (the “Letter Agreement”), shall continue to apply to the Class A Shares that the Founder Shares convert into, including the voting agreement, transfer restrictions and waiver of any right, title, interest or claim of any kind to the Trust Account (as defined in the Letter Agreement) or any monies or other assets held therein.votes:

On all matters to be voted upon at the Meeting, the record holders of the Class A Shares and Founder Shares issued and outstanding as of the record date will vote together as a single class.

For		Against		Abstain
9,463,328		2,944,412		0

1The Redemption Limitation Proposal was approved by the affirmative vote of the holders of at least 65% of the Company’s outstanding common stock, and received the following votes:

Forward-Looking Statements

For		Against		Abstain
9,451,828		2,955,912		0

This Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.1

~~Participants~~Item in8.01. ~~the~~Other ~~Solicitation~~Events.

~~The~~On ~~Company~~April ~~and~~28, ~~its directors~~2023, ~~executive~~the ~~officers,~~Company ~~other~~issued ~~members~~a press release announcing that the board of ~~management~~directors of the Company (the “Board”) has elected to abandon and ~~employees~~not implement the extension that was approved by stockholders on April 25, ~~under~~2023, ~~SEC~~because ~~rules~~despite significant efforts to identify and complete an initial business combination, ~~may~~the Board does not believe that the Company will be ~~deemed~~able to becomplete ~~participants~~an ininitial business combination on favorable terms even with the ~~solicitation~~extension. ofIn ~~proxies~~making ~~from~~its decision, the ~~securityholders of~~Board has carefully considered the ~~Company~~costs, inbenefits, ~~favor~~and risks of prolonging the ~~approval~~Company’s oflife, including the ~~Extension~~current ~~Amendment~~adverse ~~Proposal~~market conditions and ~~the~~increased ~~Trust~~regulatory ~~Amendment~~uncertainty ~~Proposal~~around SPACs. As ~~Investors~~a ~~and~~result, ~~security~~the ~~holders may~~Company ~~obtain~~intends ~~more~~to ~~detailed~~dissolve ~~information~~and ~~regarding~~liquidate in accordance with the ~~names,~~provisions ~~affiliations~~of its Charter and ~~interests~~will redeem all of the outstanding ~~Company’s~~shares ~~directors~~of ~~and~~Class ~~officers~~A common stock that were included in the ~~Proxy~~units ~~Statement,~~issued ~~which~~in ~~may~~its beinitial ~~obtained~~public ~~free~~offering (the “Public Shares”), at a per-share redemption price of ~~charge~~approximately ~~from~~$10.42 ~~the~~(without ~~sources~~giving ~~indicated~~effect ~~below~~to any interest that may be withdrawn to pay for taxes).

NoAs ~~Offer~~of orApril ~~Solicitation~~29, 2023, the Public Shares are deemed cancelled and represent only the right to receive the redemption amount.

~~This~~In ~~Report~~order ~~shall~~to ~~not~~provide ~~constitute~~for athe disbursement ~~solicitation~~ of a ~~proxy,~~funds ~~consent~~from orthe ~~authorization~~trust ~~with~~account, ~~respect~~the toCompany ~~any~~has ~~securities.~~instructed ~~This~~the ~~communication~~trustee ~~shall~~of ~~also~~the ~~not~~trust ~~constitute~~account anto ~~offer~~take all necessary actions to ~~sell~~liquidate orthe securities held in the ~~solicitation~~ trust account. The proceeds of anthe ~~offer~~trust toaccount ~~buy~~will ~~any~~be ~~securities,~~held ~~nor~~in ~~shall~~a ~~there~~non-interest bebearing ~~any~~account while ~~sale~~awaiting disbursement to the holders of ~~securities~~the inPublic ~~any~~Shares. ~~states~~Record orholders ~~jurisdictions~~will inreceive ~~which~~their ~~such~~pro rata portion of the proceeds of ~~offer,~~the ~~solicitation~~trust oraccount ~~sale~~by ~~would~~delivering betheir ~~unlawful~~Public ~~prior~~Shares to ~~registration~~Continental orStock ~~qualification~~Transfer ~~under~~& ~~the~~Trust ~~securities~~Company, ~~laws~~the ofCompany’s ~~any~~transfer ~~such jurisdiction~~agent. NoBeneficial ~~offering~~owners of ~~securities~~Public ~~shall~~Shares beheld ~~made~~in ~~except~~“street byname,” ~~means~~however, ofwill anot ~~prospectus~~need ~~meeting~~to ~~the~~take ~~requirements~~any ofaction ~~Section~~in 10order to receive the redemption amount. The redemption of the ~~Securities~~Public ~~Act~~Shares ~~or an~~is ~~exemption~~expected ~~therefrom~~to be completed within ten business days after April 29, 2023.

~~Additional~~The ~~Information~~Company’s ~~and~~sponsor has ~~Where~~agreed to ~~Find~~waive Itits redemption rights with respect to its outstanding Class B common stock issued prior to the Company’s initial public offering.

~~The~~There ~~Company~~will ~~urges~~be ~~investors,~~no ~~stockholders and other~~redemption ~~interested~~rights ~~persons~~or toliquidating ~~read~~distributions ~~the Proxy Statement as well as other documents filed by the Company~~ with ~~the~~respect ~~SEC,~~to ~~because these documents will contain important information about~~ the Company~~, the Extension Amendment Proposal and the Trust Amendment Proposal. Stockholders may obtain copies of the Proxy Statement, without charge, at the SEC~~’s ~~website at www.sec.gov or by directing a request to the Company’s proxy solicitor~~warrants, ~~Advantage~~which ~~Proxy,~~will ~~Inc.,~~expire Pworthless.~~O. Box 13581, Des Moines, WA 98198, Attn: Karen Smith, Toll Free Telephone: (877) 870-8565, Main Telephone: (206) 870-8565, E-mail: ksmith@advantageproxy.com.~~

2A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

Dated: April 18, 2023	LAVA MEDTECH ACQUISITION CORP.
	By:	/s/ Anthony Natale
		Name:	Anthony Natale
		Title:	Chief Executive Officer

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release, dated April 28, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LAVA MEDTECH ACQUISITION CORP.

	By:	/s/ Anthony Natale
	Name:	Anthony Natale
	Title:	Chief Executive Officer

Dated: May 1, 2023

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