UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM ~~10-Q~~10-Q/A

Amendment No. 1

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number - 001-40133

Anzu Special Acquisition Corp I

(Exact name of registrant as specified in its charter)


Delaware		86-1369123
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12610 Race Track Road, Suite 250 Tampa, Florida		33626
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (202) 742-5870

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	ANZUU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	ANZU	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share	ANZUW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~August 17,~~December 30, 2021, the registrant had 42,500,000 shares of Class A common stock, par value $0.0001 per share, and 10,625,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

EXPLANATORY NOTE

Anzu Special Acquisition Corp I (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend and restate certain items in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2021.

Background of Restatement

In connection with the change in presentation for shares of Class A common stock subject to possible redemption in the Company’s financial statements for the quarter ended September 30, 2021, the Company re-evaluated its accounting of the public shares (as defined below). As a result, the Company determined that at the closing of the Initial Public Offering (as defined below), it had improperly valued the public shares. The Company previously determined the public shares subject to possible redemption to be equal to the redemption value of $10.00 per share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that all public shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all public shares subject to possible redemption, resulting in the shares of Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted an error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

On December 2, 2021, the audit committee of the board of directors of the Company concluded, after discussion with the Company’s management, that it is appropriate to restate the Company’s previously (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, and (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (such periods, collectively, the “Affected Periods”). Considering the restatement of such financial statements, the Company concluded that the financial statements for the Affected Periods should no longer be relied upon. This Amendment includes restatements of the financial statements for the Affected Periods.

In connection with the change in presentation for the shares of Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to shares of Class A common stock subject to possible redemption, shares of Class A common stock and shares of Class B common stock. This presentation contemplates a business combination as the most likely outcome, in which case all classes of common stock share pro-rata in the net income (loss) of the Company.

Effects of Restatement

As a result of the factors described above, the Company has included in this Amendment a restatement of its financial statements for the Affected Periods. See Note 2 to the Notes to Financial Statements included in Part I, Item 1 of this Amendment for additional information on the restatement and the related financial statement effects. These changes do not impact the Company’s cash position or cash held in the Trust Account established in connection with the Initial Public Offering.

Internal Control Considerations

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of the material weakness identified, see Part I, Item 4, Controls and Procedures of this Amendment.

Table of Contents

ANZU SPECIAL ACQUISITION CORP I

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of ~~June~~September 30, 2021 (unaudited) and December 31, 2020	1
	Condensed Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2021 (unaudited)	2
	Condensed Statements of Changes in Stockholders’ Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2021 (unaudited)	3
	Condensed Statement of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2021 (unaudited)	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2023
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2326
Item 4.	Controls and Procedures	2326
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	2427
Item 1A.	Risk Factors	2427
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2428
Item 3.	Defaults Upon Senior Securities	2528
Item 4.	Mine Safety Disclosures	2528
Item 5.	Other Information	2528
Item 6.	Exhibits	2529
Signatures		2630

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Anzu Special Acquisition Corp I

Condensed Balance Sheets

June 30, 2021

December 31, 2020
ASSETS

(Unaudited)

Current assets:

Cash and cash equivalent

$
1,739,367

$
25,000
Prepaid expenses

1,066,626

—
Total current assets

2,805,993

25,000
Deferred offering costs associated with proposed public offering

—

94,992
Cash held in trust account

425,023,217

—
Total assets

$
427,829,210

$
119,992

LIABILITIES AND STOCKHOLDERS’ EQUITY




Current liabilities:

Accounts payable

56,872

95,693
Accrued expenses

428,185

—
Due to related party

185,580

—
Total current liabilities

670,637

95,693
Deferred underwriting fees payable

14,875,000

—
Derivative warrant liability

25,614,756

—
Total liabilities

41,160,393

95,693




Commitments and Contingencies





Common stock, $0.0001 par value; 400,000,000 shares authorized; 38,166,881 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

381,668,810

—




Stockholders’ Equity:




Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020

—

—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 4,333,119 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively (Excluding 38,166,881 shares subject to possible redemption)

434

—
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 10,625,000 and 12,075,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 respectively

1,063

1,208
Additional paid-in capital

6,098,503

23,792
Accumulated deficit

(1,099,993)

(701)
Total stockholders’ equity

5,000,007

24,299
Total Liabilities and Stockholders’ Equity

$
427,829,210

$
119,992


	September 30, 2021		December 31, 2020
ASSETS:	(unaudited)
Current Assets:
Cash and cash equivalent	$	1,032,015	$	25,000
Prepaid Expenses		889,972		—
Total Current Assets		1,921,986		25,000
Investments held in Trust Account		425,028,686		—
Deferred offering costs associated with proposed public offering		—		94,992
Total assets	$	426,950,673	$	119,992

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	800,127	$	95,693
Accrued Expenses		1,972,961		—
Total current liabilities		2,773,088		95,693
Deferred underwriting fee payable		14,875,000		—
Derivative warrant liability		17,066,666		—
Total liabilities		34,714,754		95,693

Commitments and Contingencies

Class A common stock, $0.0001 par value; 42,500,000 and 0 shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively		425,000,000		—

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020		—		—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 0 issued and outstanding (excluding 42,500,000 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively		—		—
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 10,625,000 and 12,075,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		1,063		1,208
Additional paid-in capital		—		23,792
Retained earnings (accumulated deficit)		(32,765,144)		(701)
Total stockholders’ equity		(32,764,081)		24,299
Total liabilities and stockholders’ equity	$	426,950,673	$	119,992

See accompanying notes to unaudited condensed financial statements.

Table of Contents

Anzu Special Acquisition Corp I

Condensed ~~Statement~~Statements of Operations

For the three and ~~six~~nine months ended ~~June~~September 30, 2021

(Unaudited)

Three Months Ended

Six Months Ended

June 30,

June 30,

2021

2021

Formation and operating costs

$
1,071,142

$
1,254,607
Loss from operations

(1,071,142)

(1,254,607)
Interest earned on proceeds held in Trust Account

15,376

23,217
Change in fair value of derivative warrant liabilities

1,426,910

914,910
Allocation of transaction costs to derivative warrant liabilities

—

(782,812)
Net Income (Loss)

$
371,144

$
(1,099,292)

Weighted average shares outstanding of Class A redeemable common stock

42,428,571

42,327,731
Basic and diluted net loss per common stock, Class A

$
0.00

$
0.00
Basic weighted average shares outstanding of Class B common stock

10,607,143

10,553,472
Basic net loss per common stock, Class B

$
0.03

$
(0.10)
Diluted weighted average shares outstanding of Class B non-redeemable common stock

10,625,000

10,553,472
Diluted net loss per common stock, Class B

$
0.03

$
(0.10)


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021

Operating expenses:
Formation and Operating Costs	$	2,986,458	$	4,241,065
Loss from operations	$	(2,986,458)	$	(4,241,065)

Other income (expense):
Interest earned on marketable securities held in Trust Account	$	5,469	$	28,686
Offering costs allocated to warrant liabilities		—		(782,812)
Change in fair value of warrant liabilities		8,548,091		9,463,001
Net Income		5,567,102		4,467,810

Weighted average number of Class A common stock, basic and diluted		42,500,000		32,738,971
Basic and diluted net income (loss) per common stock, Class A	$	0.10	$	0.10
Weighted average shares outstanding of Class B common stock, basic		10,625,000		10,577,665
Basic net income (loss) per common stock, Class B	$	0.10	$	0.10
Weighted average shares outstanding of Class B common stock, diluted		10,625,000		10,625,000
Diluted net income (loss) per common stock, Class B	$	0.10	$	0.10

See accompanying notes to unaudited condensed financial statements.

Table of Contents

Anzu Special Acquisition Corp I

Condensed ~~Statement~~Statements of Changes in Stockholders’ Equity

(Unaudited)


	Three Months Ended September 30, 2021
							Additional
	Class A Common Stock			Class B Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance as of June 30, 2021	—	$	—	10,625,000	$	1,063	$	0	$	(38,332,246)	$	(38,331,183)
Net Income	—		—	—		—		0		5,567,102		5,567,102
Balance as of September 30, 2021	—	$	—	10,625,000	$	1,063	$	0	$	(32,765,144)	$	(32,764,081)


	Common Stock
	Class A			Class B									Nine Months Ended September 30, 2021
							Additional				Total								Additional
							Paid-In		Accumulated		Stockholders’		Class A Common Stock			Class B Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance as of December 31, 2020	—	$	—	12,075,000	$	1,208	$	23,792	$	(701)	$	24,299	—	$	—	12,075,000	$	1,208	$	23,792	$	(701)	$	24,299
Sale of Units in Initial Public Offering, less fair value of Public Warrants	42,000,000		4,200	—		—		406,135,800		0		406,140,000
Offering costs	—		—	—		—		(22,949,023)		0		(22,949,023)
Class A Common stock subject to possible redemption	(37,674,483)		(3,767)	—		—		(376,741,063)		0		(376,744,830)
Net loss	—		—	—		—		0		(1,470,436)		(1,470,436)
Balance as of March 31, 2021 (unaudited)	4,325,517	$	433	12,075,000	$	1,208	$	6,469,506	$	(1,471,137)	$	5,000,010

Sale of Units in Initial Public Offering, less fair value of Public Warrants	500,000		50	—		—		4,833,283		0		4,833,333

Offering costs	—		—	—		—		(280,500)		0		(280,500)

Forfeiture of Founder Shares	—		—	(1,450,000)		(145)		145		0		—	—		—	(1,450,000)		(145)		145		—		—

Change in value of Class A common stock subject to possible redemption	(492,398)		(49)	—		—	��	(4,923,931)		0		(4,923,980)

Net income	—		—	—		—		0		371,144		371,144
Balance as of June 30, 2021 (unaudited)	4,333,119	$	434	10,625,000	$	1,063	$	6,098,503	$	(1,099,993)	$	5,000,007
Accretion for Class A common stock to redemption amount													—		—	—		—		(23,937)		(37,232,253)		(37,256,190)
Net Income													—		—	—		—		—		4,467,810		4,467,810
Balance as of September 30, 2021													—	$	—	10,625,000	$	1,063	$	—	$	(32,765,144)	$	(32,764,081)

See accompanying notes to unaudited condensed financial statements.

Table of Contents

ANZU SPECIAL ACQUISITION CORP I

CONDENSED ~~STATEMENTS~~STATEMENT OF CASH FLOWS

(Unaudited)

Six Months Ended

June 30,

2021

Cash Flows from Operating Activities:



Net loss

$
(1,099,292)
Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of prepaid assets

198,241
Change in fair value of derivative warrant liabilities

(914,910)
Interest earned on proceeds held in Trust Account

(23,217)
Offering cost allocated to derivative warrant liabilities

782,812
Formation and operating expenses funded by Sponsor

185,579
Changes in operating assets and liabilities:

Prepaid expenses

(1,115,777)
Other assets

(149,090)
Accounts payable

53,170
Accrued expenses

428,185
Net cash used in operating activities

(1,654,299)
Cash Flows from Investing Activities:

Investment of cash into Trust Account

(425,000,000)
Net cash used in investing activities

(425,000,000)
Cash Flows from Financing Activities:


Proceeds from sale of Units, gross

425,000,000
Proceeds from sale of Private Placement Warrants

12,500,000
Offering costs paid

(9,131,334)
Net cash provided by financing activities

428,368,666


Net increase in cash

1,714,367
Cash - beginning of period

25,000
Cash - end of period

1,739,367

Supplemental disclosure of noncash investing and financing activities:

Initial classification of Class A common stock subject to possible redemption

$
376,744,830
Change in value of Class A common stock subject to possible redemption

$
4,923,980
Initial classification of derivative warrant liability

$
26,260,000
Change in fair value of derivative warrant liabilities

$
(645,244)
Deferred offering costs included in accounts payable

$
(91,991)
Deferred offering cost associated with proposed public offering

$
94,992
Deferred underwriting fees payable

$
14,875,000


	Nine Months Ended
	September 30,
	2021

Cash flow from operating activities:
Net income	$	4,467,810
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of prepaid expense		348,970
Change in fair value of warrant liabilities		(9,463,001)
Offering costs allocated to warrant liabilities		785,812
Interest earned on marketable securities held in Trust Account		(28,686)
Changes in operating assets and liabilities:
Prepaid expenses		(1,238,942)
Accounts payable		799,425
Accrued expenses		1,972,961
Net cash used in operating activities		(2,355,651)

Cash flows from investing activities:
Investment of cash in Trust Account		(425,000,000)
Net cash used in investing activities		(425,000,000)
Cash flows from financing activities:
Proceeds from sale of Units, Gross		425,000,000
Proceeds from sale of Private Placement Warrants		12,500,000
Payment of offering costs		(9,137,334)
Net cash provided by financing activities		428,362,666

Net increase in cash		1,007,015
Cash at beginning of period		25,000
Cash at end of period	$	1,032,015

Supplemental disclosure of non-cash financing activities:
Deferred underwriting fees payable	$	14,875,000

See accompanying notes to interim condensed financial statements.

Table of Contents

Anzu Special Acquisition Corp I

Notes to ~~Interim~~ Condensed Financial Statements

Unaudited

Note 1 - Organization and Business Operations

Organization and General

Anzu Special Acquisition Corp I (the “Company”) is a blank check company incorporated as a Delaware corporation on December 28, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with 1 or more businesses (a “Business Combination”).

While the Company may pursue a Business Combination target in any industry, the Company currently intends to concentrate its efforts in identifying high-quality businesses with transformative technologies for industrial applications. Since completing the Company’s initial public offering (the “IPO” or the “Initial Public Offering”), the Company has reviewed, and continues to review, a number of opportunities to enter into a Business Combination with an operating business, but the Company is not able to determine at this time whether it will complete a Business Combination with any of the target businesses that the Company has reviewed or with any other target business. The Company intends to effectuate a Business Combination using cash from the proceeds of the IPO and the sale of the Private Placement Warrants (as defined below), the Company’s capital stock, debt, or a combination of cash, stock and debt.

As of ~~June~~September 30, 2021, the Company had not commenced any operations. All activity for the period from December 28, 2020 (inception) through ~~June~~September 30, 2021 relates to organizational activities and those necessary to identifying and evaluating prospective acquisition candidates for a Business Combination. The Company does not expect to generate any operating revenues until after the completion of a Business Combination. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below).

The Company’s sponsor is Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”).

Financing

On March 4, 2021, the Company consummated the IPO of 42,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “public shares”) and, on April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option. Each Unit consists of 1 share of the Company’s Class A common stock, par value $0.0001 per share, and one-third of 1 warrant (the “Public Warrants”) of the Company, with each whole warrant entitling the holder thereof to purchase 1 whole share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. The Units were sold at a price of $10.00 per unit, generating aggregate gross proceeds to the Company of $425,000,000 (see Note 34 and Note 7).

Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 12,400,000 warrants (the “Private Placement Warrants”) to the Sponsor and, on April 14, 2021, simultaneously with the closing of the underwriters’ over-allotment option, , the Company issued an additional 100,000 Private Placement Warrants to the Sponsor. The Private Placement Warrants were sold at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds of $12,500,000.

Transaction costs of the IPO prior to the underwriters’ partial exercise of their over-allotment option amounted to $23,731,835 consisting of $8,400,000 of underwriting commissions, $14,700,000 of deferred underwriters’ commissions and $631,835 of other offering costs. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021 amounted to $280,500 consisting of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs.

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

Trust Account

Following the closing of the IPO on March 4, 2021, $420,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a U.S.-based trust account (the “Trust Account”). Following the closing of the underwriters’ over-allotment option on April 14, 2021, an additional $5,000,000 ($10.00 per Unit) from the net proceeds of the sale of the additional Units and Private Placement Warrants was placed in the Trust Account. The funds in the Trust Account are invested in a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earliest of: (1) the Company’s completion of a Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the public shares if the Company does not complete a Business Combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed a Business Combination by March 4, 2023, subject to applicable law. Based on current interest rates, the Company expects that interest earned on the Trust Account will be sufficient to pay taxes.

Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds from the IPO, although substantially all of the net proceeds from the IPO are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its 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 such Business Combination or (ii) by means of a tender offer. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the public stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, shares of common stock were recorded at their redemption amount and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

The decision as to whether the Company will seek stockholder approval of a Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the shares of common stock voted are voted in favor of a Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Business Combination, and instead may search for an alternate Business Combination.

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

The Company has until March 4, 2023 (or such longer period as provided in an amendment to the Company’s amended and restated certificate of incorporation approved by the Company’s stockholders (an “Extension Period”)) to complete its initial Business Combination. If the Company does not complete a Business Combination by March 4, 2023, or during any Extension Period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if it fails to complete its initial Business Combination by March 4, 2023 or during any Extension Period. The initial stockholders (the Sponsor and the three directors that hold Founder Shares (as defined in Note ~~5))~~6) have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination by March 4, 2023 or during any Extension Period. However, if the initial stockholders acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete its initial Business Combination within the allotted 24-month time frame.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per public share initially held in the Trust Account.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the ~~Company's~~Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity

As of September 30, 2021, the Company had approximately $1,032,015 in its operating bank accounts and working capital deficit of $(851,101).

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 6), and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of September 30, 2021 and December 31, 2020, there were 0 amounts outstanding under any Working Capital Loan.

The Company may need to raise additional funds through loans from its Sponsor and/or third parties in order to meet the expenditures required for operating its business. If the Company’s estimate of the costs of undertaking in-depth due diligence and negotiating the initial business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial business combination. The Sponsor is not under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 – Restatement of Previously Issued Financial Statements

In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity and, subsequent to the quarterly period ended September 30, 2021, the Company reconsidered to restate its previously issued financial statements. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued in the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted an error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

The Company has restated the unaudited condensed financial statements for the affected interim periods ended June 30, 2021 and March 31, 2021 in this report.

There has been no change in the Company’s total assets, liabilities, or operating results.

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

The impact of the revision on the Company’s financial statements is reflected in the following tables.


	As Previously
	Reported		Adjustment		Restated
Balance Sheet as of March 31, 2021 (unaudited)
Common stock subject to possible redemption	$	376,744,830	$	43,255,170	$	420,000,000
Class A	$	3,823	$	(3,823)	$	—
Class B	$	1,208	$	—	$	1,208
Additional paid-in capital	$	6,466,116	$	(6,466,116)	$	—
Retained earnings (Accumulated deficit)	$	(1,471,137)	$	(36,785,232)	$	(38,256,369)
Total Stockholders’ Equity	$	5,000,010	$	(43,255,171)	$	(38,255,161)

Balance Sheet as of June 30, 2021 (unaudited)
Common stock subject to possible redemption	$	381,668,810	$	43,331,190	$	425,000,000
Class A	$	434	$	(434)	$	—
Class B	$	1,063	$	—	$	1,063
Additional paid-in capital	$	6,098,503	$	(6,098,503)	$	—
Retained earnings (Accumulated deficit)	$	(1,099,993)	$	(37,232,253)	$	(38,332,246)
Total Stockholders’ Equity	$	5,000,007	$	(43,331,190)	$	(38,331,183)


	As Previously
	Reported		Adjustment		Restated
Cash Flow Statement Three Months Ended March 31, 2021 (unaudited)
Initial classification of Class A common stock	$	376,744,830	$	(376,744,830)	$	—

Cash Flow Statement Six Months Ended June 30, 2021 (unaudited)
Initial classification of Class A common stock	$	376,744,830	$	(376,744,830)	$	—
Change in value of Class A common stock	$	4,923,980	$	(4,923,980)	$	—

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited


	As Previously
	Reported		Adjustment		As Restated
Three Months Ended March 31, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A common stock		42,000,000		(29,258,427)		12,741,573
Basic and diluted net income (loss) per share, Class A common stock	$	—	$	(0.06)	$	(0.06)
Basic and diluted weighted average shares outstanding, Class B common stock		10,500,000		—		10,500,000
Basic and diluted net income (loss) per share, Class B common stock	$	(0.14)	$	0.08	$	(0.06)

Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A common stock		42,428,571		4,762		42,433,333
Basic and diluted net income (loss) per share, Class A common stock	$	—	$	0.01	$	0.01
Basic weighted average shares outstanding, Class B common stock		10,607,143		(199)		10,606,944
Basic net income (loss) per share, Class B common stock	$	0.03	$	(0.02)	$	0.01
Diluted weighted average shares outstanding, Class B common stock		10,625,000		—		10,625,000
Diluted net income (loss) per share, Class B common stock	$	0.03	$	(0.02)	$	0.01

Six Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A common stock		42,327,731		(14,577,731)		27,750,000
Basic and diluted net income (loss) per share, Class A common stock	$	—	$	(0.03)	$	(0.03)
Basic and diluted weighted average shares outstanding, Class B common stock		10,553,472		—		10,553,472
Basic and diluted net income (loss) per share, Class B common stock	$	(0.10)	$	0.07	$	(0.03)

Note 23 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of ~~June~~September 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2021 are not necessarily indicative of results that may be expected for the full year or any other period.

~~Table of Contents~~

~~Anzu Special Acquisition Corp I~~

~~Notes to Interim Condensed Financial Statements~~

~~Unaudited~~

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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 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 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 Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial ~~statement.~~statement and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statement, which management considered in formulating its estimate, could change in the near term one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had 0$1,032,015 and $25,000 in cash and cash equivalents as of ~~June~~September 30, 2021, and December 31, ~~2021.~~2020, respectively.

Cash Held in Trust Account

The ~~Company's~~Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the ~~Company's~~Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading ~~securities.~~securities and are recognized at fair value. When the ~~Company's~~Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. ~~Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.~~ Gains and losses resulting from the change in fair value of these securities isare included in gain on investments held in the Trust Account in the accompanying unaudited condensed ~~statement~~statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~Table of Contents~~

~~Anzu Special Acquisition Corp I~~

~~Notes to Interim Condensed Financial Statements~~

~~Unaudited~~

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At ~~June~~September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Class A Common Stock Subject to Possible Redemption

The Company accounts for ~~shares of~~ its Class A common stock subject to possible redemption in accordance with the guidance in ASC ~~480. Shares of the Company’s~~Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability ~~instrument~~instruments and are measured at fair value. Conditionally redeemable ~~shares of~~ Class A common stock (including ~~shares of~~ Class A common stock that ~~feature~~features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ~~shares of the Company’s~~ Class A common stock are classified as ~~stockholders’~~shareholders’ equity. The Company’s Class A common stock ~~features~~feature certain redemption rights that are considered to be outside of the Company’s control and ~~are~~ subject to the occurrence of uncertain future events. Accordingly, ~~shares~~at September

Table of ~~the Company’s~~Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

30, 2021, Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the ~~stockholders’~~shareholders’ equity section of the Company’s balance sheet. There were no Class A common stock issued or outstanding as of December 31, 2020.

The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. For additional information please refer to Note 2.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of ~~June~~September 30, 2021, offering costs in the aggregate of $24,012,335 (consisting of $8,500,000 of underwriting commissions, $14,875,000 of deferred underwriters’ commission and $637,335 other offering costs) had been incurred. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021, amounted to $280,500 consisting mainly of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs.

The Company allocates the offering costs between its common stock and Public Warrants using relative fair value method, with the offering costs allocated to the Public Warrants expensed immediately. Accordingly, as of ~~June~~September 30, 2021, offering costs in the aggregate of $782,812 have been charged to the Company’s unaudited condensed statement of operations (consisting of $762,300 of underwriting discounts and $20,512 of other offering costs). Offering costs associated with the Class A common stock have been charged to stockholders’ equity.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

~~Table of Contents~~

~~Anzu Special Acquisition Corp I~~

~~Notes to Interim Condensed Financial Statements~~

~~Unaudited~~

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

level input that is significant to the fair value measurement. The Company’s public warrant liability is based on quoted prices in active markets as of the measurement date and is classified as Level 1.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed ~~statement~~statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company accounts for its warrants issued in connection with its IPO as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed ~~statement~~statements of operations. The fair value of warrants issued by the Company in connection with the IPO and Private Placement has been estimated using Monte-Carlo simulations at the date of issuance. As of ~~June~~September 30, 2021, the ~~Company's~~Company’s public warrants were measured based on quoted prices in active markets, and the private placement warrants were measured based on unobservable inputs in which little or no market data exists.

FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then common stock.

Net Loss Per Common Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ~~common~~ share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture.

The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per share for shares of common stock ~~outstanding for~~subject to possible redemption in a manner similar to the ~~period.~~two-class method of income (loss) per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted ~~loss~~income per common share does not consider the effect of the warrants issued ~~in connection with the (i) IPO, (ii) exercise of over-allotment option and (iii) the Private Placement~~ since the exercise of ~~such~~the warrants isare contingent upon the occurrence of future ~~events and~~events. However, the ~~inclusion~~diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares ~~underlying such warrants would be anti-dilutive.~~was resolved.

A reconciliation of net income (loss) per common stock is as follows:


	Three Months Ending 9/30/21				Nine Months Ending 9/30/21
	Class A		Class B		Class A		Class B
Allocation of net income (loss)	$	4,453,682	$	1,113,420	$	3,376,797	$	1,091,013
Weighted average shares outstanding, basic		42,500,000		10,625,000		32,738,971		10,577,665
Basic net income (loss) per share	$	0.10	$	0.10	$	0.10	$	0.10
Weighted average shares outstanding, diluted		42,500,000		10,625,000		32,738,971		10,625,000
Diluted net income (loss) per share	$	0.10	$	0.10	$	0.10	$	0.10

1013

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

The Company’s unaudited condensed statement of operations include a presentation of loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of loss per common share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable shares of Class A common stock outstanding since original issuance. Net loss per common share, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class A common stock, by the weighted average number of non-redeemable shares of Class A and Class B common stock outstanding for the period. Non-redeemable shares of Class B common stock include the Founder Shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account.

For the Three

For the Six

Months Ended

Months Ended

June 30,

June 30,

2021

2021
Redeemable Class A Common Stock

Numerator: Earnings allocable to Redeemable Class A Common Stock

Gain on marketable securities (net), dividends and interest, held in Trust Account

$
15,376

$
23,217
Less: Income and Franchise Tax

(15,376)

(23,217)
Net Earnings allocable to Redeemable Class A Common Stock

$
—

$
—

Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock

Basic and diluted weighted average shares outstanding, Redeemable Class A

42,428,571

42,327,731
Basic and diluted net earnings per share, Redeemable Class A

$
0.00

$
0.00

Non-Redeemable Class B Common Stock

Numerator: Net Income minus Redeemable Net Earnings

Net income

$
371,144

$
(1,099,292)
Less: Net Earnings allocable to Redeemable Class A Common Stock

—

—
Net Income attributable to Non-Redeemable Class A and Class B Common Stock

$
371,144

$
(1,099,292)

Denominator: Weighted Average Non-Redeemable Class B Common Stock

Basic weighted average shares outstanding of Class B non-redeemable common stock

10,607,143

10,553,472
Basic net earnings per share, Non-Redeemable Class B

$
0.03

$
(0.10)

Denominator: Weighted Average Non-Redeemable Class B Common Stock

Diluted weighted average shares outstanding of Class B non-redeemable common stock

10,625,000

10,553,472
Diluted net earnings per share, Non-Redeemable Class B

$
0.03

$
(0.10)

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The tax provision for the three and nine months ended September 30, 2021 has been deemed to be de minimis, as well as the deferred tax assets as of September 30, 2021 and December 31, 2020.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. ~~The deferred income tax assets and liabilities are considered de minimis as of June 30, 2021 and December 31, 2020.~~

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of ~~June~~September 30, ~~2021.~~2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

~~Table of Contents~~

~~Anzu Special Acquisition Corp I~~

~~Notes to Interim Condensed Financial Statements~~

~~Unaudited~~

The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. ~~The provision for income taxes was deemed to be de minimis for the three and six months ended June 30, 2021.~~

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU2020-06 is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company ~~has not adopted this standard in~~is currently assessing the ~~current period and is in the process~~impact, if any, that ASU2020-06 would have on its financial position, results of ~~evaluating its impact.~~operations or cash flows.

Note 34 - Initial Public Offering

On March 4, 2021, the Company consummated the IPO of 42,000,000 Units. Each Unit consists of 1 share of the Company’s Class A common stock, par value $0.0001 per share, and 1-third of 1 warrant of the Company, with each whole warrant entitling the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to certain adjustments.

The underwriters had a 45-day option to purchase up to an additional 6,300,000 Units to cover over-allotments. On April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option.

~~Warrants -~~ Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination by March 4, 2023 or during any Extension Period and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution form the Company’s assets held outside the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

1214

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of shares of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of the Company's Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds~~ ~~$18.00~~. ~~Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:~~

●

~~in whole and not in part;~~

●

~~at a price of $0.01 per Public Warrant;~~

●

~~upon not less than 30 days’ prior written notice of redemption to each warrant holder; and~~

●

~~if, and only if, the last reported sale price of shares of the Class A common stock for any~~ 20 ~~trading days within a~~ 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant).

~~Table of Contents~~

~~Anzu Special Acquisition Corp I~~

~~Notes to Interim Condensed Financial Statements~~

~~Unaudited~~

~~Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds~~ ~~$10.00~~. ~~Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:~~

●

~~in whole and not in part;~~

●

~~at $0.10 per warrant upon a minimum of~~ 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock;

●

~~if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and~~

●

~~if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.~~

If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The warrant agreement contains an alternative issuance provision that if less than 70% of the consideration receivable by the holders of shares of the Company’s Class A common stock in the Business Combination is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following the public disclosure of the consummation of such Business Combination, the warrant exercise price will be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant exercise price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of shares of the Company’s Class A common stock consists exclusively of cash, the amount of such cash per share of Class A common stock, and (ii) in all other cases, the volume weighted average price of the Company’s Class A common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination.

Note 45 - Private Placement

Simultaneously with the closing of the IPO on March 4, 2021, the Company completed the private sale of an aggregate of 12,400,000 Private Placement Warrants to the Sponsor and, on April 14, 2021, simultaneously with the closing of the underwriters’ over-allotment option, the Company issued an additional 100,000 Private Placement Warrants to the Sponsor. The Private Placement Warrants were sold at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds of $12,500,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. If the Company does not complete a Business Combination by March 4, 2023, or during any Extension Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Table of Contents~~

~~Anzu Special Acquisition Corp I~~

~~Notes to Interim Condensed Financial Statements~~

~~Unaudited~~

Note 56 - Related Party Transactions

Founder Shares

On December 30, 2020, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate purchase price of $25,000. On February 19, 2021, the Company effected a stock dividend of 2,875,000 Founder Shares to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of 10,062,500 Founder Shares. On March 1, 2021, the Company effected a stock dividend of 2,012,500 Founder Shares to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of 12,075,000 Founder Shares. The Founder Shares included an aggregate of up to 1,575,000 shares that were subject to forfeiture depending on the extent that the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding common stock after the IPO. On April 14, 2021, the Sponsor forfeited 1,450,000 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option. As a result, the 10,625,000 Founder Shares issued and outstanding as of ~~June~~September 30, 2021, are not subject to forfeiture.

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares or Class A common stock received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Related Party

On December 30, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was payable on the earlier of (i) March 31, 2022 or (ii) the completion of the IPO. The Company had 0 borrowings under the promissory note at September 30, 2021 or December 31, ~~2020 and June 30, 2021.~~2020. The facility is no longer available.

~~Due~~15

Table of Contents

Anzu Special Acquisition Corp I

Notes to ~~Related Party~~Interim Condensed Financial Statements

Related party payables mainly consist of amounts owed to an affiliate of the Company’s sponsor mainly for general administrative services provided to the Company. As of June 30, 2021, the amount due to related party was $185,580 and is due on demand.Unaudited

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but 0 proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2021 and December 31, 2020 ~~and June 30, 2021~~, the Company had 0 borrowings under the Working Capital Loans.

~~Table of Contents~~

~~Anzu Special Acquisition Corp I~~

~~Notes to Interim Condensed Financial Statements~~

~~Unaudited~~

Administrative Service Fee

The Company has agreed, commencing on March 1, 2021, to pay an affiliate of the Company’s Sponsor a fixed amount of $40,521 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. There was no accrual for administrative service fees as of ~~June~~September 30, 2021 or December 31, 2020. The Company has incurred costs of ~~$91,499~~$121,563 and ~~$162,083~~$283,647 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively.

~~Note 6 - Warrant Liability~~

The Company has outstanding an aggregate of 26,666,666 warrants and 0 warrants as of June 30, 2021 and December 31, 2020, respectively, to purchase shares of the Company’s Class A common stock, which were issued in connection with the IPO and the Private Placement (including 266,666 warrants issued in connection with the consummation of the underwriters’ partial exercise of their over-allotment option) (see Notes 3 and 4).

The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815–40, and thus the warrants are not eligible for an exception from derivative accounting.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As such, the Company recorded $26,260,000 of warrant liabilities upon issuance as of March 4, 2021. For the three and six months ended June 30, 2021, the Company recorded a change in the fair value of the warrant liabilities in the amount of ($1,426,910) and $914,910, respectively, on the statement of operations, resulting in warrant liabilities of $25,614,756 as of June 30, 2021 on the balance sheet.

~~The change in fair value of the warrant liabilities is summarized as follows:~~

Warrant liabilities at March 4, 2021

$
26,260,000
Change in fair value of warrant liabilities

512,000
Warrant liabilities at March 31, 2021

$
26,772,000
Warrants Issued on April 12, 2021

$
269,667
Change in fair value of warrant liabilities

(1,426,910)
Warrant liabilities at June 30, 2021

$
25,614,756

The estimated fair value of the public warrant liability is based on quoted prices in active markets as of the measurement date. The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

~~Table of Contents~~

~~Anzu Special Acquisition Corp I~~

~~Notes to Interim Condensed Financial Statements~~

~~Unaudited~~

Note 7 - Commitments and Contingencies

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 6,300,000 Units to cover over-allotments, if any. On April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option.

On March 4, 2021 and April 14, 2021, the underwriters were paid a fixed underwriting discount of $8,400,000 and $100,000, respectively. In addition, the ~~underwriter is~~underwriters are entitled to a deferred discount of $0.35 per Unit, or $14,875,000 in the aggregate. The deferred discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

Note 8 - Class A Common stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to 1 vote for each share. As of September 30, 2021, there were 42,500,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. These shares are valued at the IPO price of $10 per share, due to the shareholder rights to the trust proceeds, for a total of $425,000,000 as of September 30, 2021.

At September 30, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	425,000,000
Less:
Proceeds allocated to Public Warrants		(14,026,667)
Class A common stock issuance costs		(23,229,523)
Plus:
Accretion of carrying value to redemption value		37,256,190
Class A common stock subject to possible redemption	$	425,000,000

Note 89 - Stockholders’ Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. At September 30, 2021 and December 31, 2020, ~~and June 30, 2021,~~ there were 0 shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 400,000,000 shares of Class A common stock, with a par value of $0.0001 per share. Holders of Class A common stock are entitled to 1 vote for each share. At December 31, 2020, there were 0 shares of Class A common stock issued and outstanding. As of ~~June~~September 30, 2021, there were ~~4,333,119~~42,500,000 shares of Class A common stock issued and ~~issued~~outstanding ~~and outstanding, excluding 38,166,881 shares of Class A common stock~~, which are all subject to possible ~~redemption.~~redemption and are presented as temporary equity.

Class B Common Stock — The Company is authorized to issue 40,000,000 shares of Class B common stock, with a par value of $0.0001 per share. Holders of shares of Class B common stock are entitled to 1 vote for each share. At September 30, 2021 and December 31, 2020, ~~and June 30, 2021,~~ there were ~~12,075,000~~10,625,000 and ~~10,625,000~~12,075,000 shares respectively of Class B common stock issued, of which an aggregate of up to 1,575,000 shares were subject to forfeiture as of December 31, 2020 to the extent that the underwriters’ over-allotment option is not exercised in full or in part. On February 19, 2021, the Company effected a stock dividend of 2,875,000 shares of Class B common stock to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of 10,062,500 shares of Class B common stock. On March 1, 2021, the Company effected a stock dividend of 2,012,500 shares of Class B common stock to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of up to 12,075,000 shares of Class B common stock, of which an aggregate of up to 1,575,000 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the number of Class B common stock will equal 20% of the Company’s issued and outstanding common stock after the IPO. On April 14, 2021, the Sponsor forfeited 1,450,000 shares of Class B common stock following the expiration of the unexercised portion of underwriters’ over-allotment option.

~~Table of Contents~~

~~Anzu Special Acquisition Corp I~~

~~Notes to Interim Condensed Financial Statements~~

~~Unaudited~~

Only holders of the Class B common stock have the right to vote on the election of directors prior to a Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law.

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

The Class B common stock will automatically convert into Class A common stock at the time of the completion of a Business Combination, or earlier at the option of the holder, on a 1-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A common stock will be adjusted (subject to waiver by holders of a majority of the Class B common stock) so that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the common stock issued and outstanding upon completion of the IPO plus the number of shares of Class A common stock and equity- linked securities issued or deemed issued in connection with a Business Combination, excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

The Company's private warrant liability is based on a valuation model utilizing management’s judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified as Level 3.

Note 910 – Fair Value Measurements

Level 1 assets include investments in money market funds that invest solely in U.S. Government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in April 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of July 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. As of September 30, 2021, total of $8 million warrant liabilities had been transferred from Level 3 to Level 2. Besides what had been disclosed above, there were no other transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2021.

The initial fair value of the Public and Private Placement Warrants, issued concurrently and in connection with the Initial Public Offering, has been estimated using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. The estimated fair value of the Warrants, prior to the Public Warrants being traded in an active market, is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Warrants. The term to expiration was calculated as the contractual term of the Warrants, assuming one year to a Business Combination from the Initial Public Offering date. Finally, the Company does not anticipate paying a dividend.

The following table presents information about the Company’s assets that are measured on a recurring basis as of ~~June~~September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Quoted Prices

Significant

Significant

in Active

Other

Other

Markets

Observable

Unobservable
June 30, 2021

(Level 1)

(Level 2)

(Level 3)
Assets:






Investments held in Trust Account

$
425,023,217

$
—

$
—
Fair Value at June 30, 2021

$
425,023,217

$
—

$
—
Liabilities:






Public Warrant liability

$
13,561,641

—

$
—
Private Warrant liability

—

$
12,053,115
Fair Value at June 30, 2021

$
13,561,641

—

$
12,053,115

~~The following table provides quantitative information regarding Level 3 fair value measurements as of June 30, 2021:~~

June 30, 2021

Exercise price

$
11.50

Share price

$
9.73

Volatility

14.3
%
Expected life of the options to convert

6.18

Risk-free rate

1.06
%
Dividend yield

0.00
%



	Quoted Prices		Significant		Significant
	in Active		Other		Other
	Markets		Observable		Unobservable
September 30, 2021	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	425,028,686	$	—	$	—
Fair Value at September 30, 2021	$	425,028,686	$	—	$	—
Liabilities:
Public Warrant liability	$	9,066,666	$	—	$	—
Private Warrant liability	$	—	$	8,000,000	$	—
Fair Value at September 30, 2021	$	9,066,666	$	8,000,000	$	—

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

The following table provides the rollforward for the Level 3 investments as of ~~June~~September 30, 2021:


Warrant liabilities at March 4, 2021	$	26,260,000	$	26,260,000
Change in fair value of warrant liabilities		512,000		512,000
Warrant liabilities at March 31, 2021	$	26,772,000	$	26,772,000
Transfers from Level 3 to Level 1 investments		(14,000,000)		(14,000,000)
Warrants Issued on April 12, 2021	$	103,000	$	103,000
Change in fair value of warrant liabilities		(821,885)		(821,885)
Warrant liabilities at June 30, 2021	$	12,053,115	$	12,053,115
Change in fair value of warrant liabilities				(4,053,115)
Transfer from Level 3 to Level 2 investments				(8,000,000)
Warrant liabilities at September 30, 2021			$	0

Note 11 - Warrant Liability

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination by March 4, 2023, or during any Extension Period, and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution form the Company’s assets held outside the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of shares of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the last reported sale price of shares of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant).

Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock;

●

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and

●

if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

The Company has outstanding an aggregate of 26,666,666 warrants and 0 warrants as of September 30, 2021 and December 31, 2020, respectively, to purchase shares of the Company’s Class A common stock, which were issued in connection with the IPO and the Private Placement (including 266,666 warrants issued in connection with the consummation of the underwriters’ partial exercise of their over-allotment option) (see Notes 4 and 5).

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As such, the Company recorded $26,260,000 of warrant liabilities upon issuance as of March 4, 2021. For the three and nine months ended September 30, 2021, the Company recorded a change in the fair value of the warrant liabilities in the amount of $8,548,091 and $9,463,001, respectively, on the unaudited condensed statements of operations, resulting in warrant liabilities of $17,066,666 as of September 30, 2021 on the balance sheet.

The change in fair value of the warrant liabilities is summarized as follows:


Warrant liabilities at March 4, 2021	$	26,260,000
Change in fair value of warrant liabilities		512,000
Warrant liabilities at March 31, 2021		26,772,000
Warrants Issued on April 12, 2021		269,667
Change in fair value of warrant liabilities		(1,426,910)
Warrant liabilities at June 30, 2021		25,614,757
Change in fair value of warrant liabilities		(8,548,091)
Warrant liabilities at September 30, 2021	$	17,066,666

Table of Contents

Anzu Special Acquisition Corp I

Notes to Interim Condensed Financial Statements

Unaudited

Note 1012 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through ~~August 17, 2021,~~ the date that the unaudited condensed financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

1922

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “our,” “us,” and “Company” refer to Anzu Special Acquisition Corp I. References to our “management” or our “management team” refer to our officers and directors, and references to our “Sponsor” refer to Anzu SPAC GP I LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” gives effect to the restatement of our financial statements, as discussed in Note 2 – Restatement of Previously Issued Financial Statements to our condensed financial statements included in this report. For further detail regarding the restatement, see “Explanatory Note” and Part I, Item 4. Controls and Procedures.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (our “IPO”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2021, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. Except as expressly required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Delaware corporation on December 28, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as a Business Combination. We completed our IPO on March 4, 2021, which is described below under “Liquidity and Capital Resources.”

While we may pursue a Business Combination target in any industry, we currently intend to concentrate our efforts in identifying high-quality businesses with transformative technologies for industrial applications. Within this focus, we will seek to pursue opportunities with market-leading companies, including from corporate spinouts, closely-held companies, and institutionally-backed businesses. We believe we will be able to provide significant value due to our ability to drive growth, global scaling and profitability in companies, along with our flexibility in understanding and addressing complex business situations and structures.

Since completing our IPO, we have reviewed, and continue to review, a number of opportunities to enter into a Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. We intend to effectuate a Business Combination using cash from the proceeds of our IPO and the sale of the Private Placement Warrants (as defined below), our capital stock, debt, or a combination of cash, stock and debt.

2023

Table of Contents

Results of Operations

~~For~~We have neither engaged in any operations nor generated any revenues to date. Our only activities for the ~~three and six months~~three-months ended ~~June~~September 30, 2021 ~~we had a net income (loss) of $371,144 and $(1,099,292), respectively. Our business activities during the three and six months ended June 30, 2021 consisted primarily of~~were organizational activities and those necessary to prepare for and complete our IPO and, subsequent to our IPO, identifying and evaluating prospective acquisition candidates for a Business Combination. We believe that we have sufficient funds available to complete our efforts to effect a Business Combination with an operating business by March 4, 2023. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our ~~Business Combination.~~initial business combination. We expect to generate non-operating income in the form of interest income on marketable securities held ~~in the Trust Account (as defined below).~~after our initial public offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the nine months ended September 30, 2021, we had a net income of $4,467,810, which consists of operating costs of $4,241,065, further contribute by offering costs allocated to warrant liabilities of $782,812, offset by change in fair value of warrant liability of $9,463,001, and ~~other expenses~~interest income earned on marketable securities held in ~~connection with searching for~~the Trust Account of $28,686.

For the three months ended September 30, 2021, we had a ~~target~~net income of $5,567,102, which consists of operating costs of $2,986,458, offset by change in fair value of warrant liability of $8,548,091, and ~~completing a Business Combination.~~interest income earned on marketable securities held in the Trust Account of $5,469.

Liquidity and Capital Resources

As of ~~June~~September 30, 2021, we had ~~$1,739,367~~$1,032,015 in our operating bank account and negative working capital of ~~$2,135,356.~~$851,101.

Our liquidity needs up to the completion of our IPO on March 4, 2021 had been satisfied through a payment from our Sponsor of $25,000 for 7,187,500 shares (the “Founder Shares”) of our Class B common stock and an aggregate of $212,487 in advances from a related party. These advances were repaid and are no longer available.

On March 4, 2021, we consummated our IPO of 42,000,000 units (the “Units”) and, on April 14, 2021, we issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds of $425,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 12,400,000 warrants (the “Private Placement Warrants”) to our Sponsor and, on April 14, 2021, simultaneously with the closing of the underwriters’ over-allotment option, we issued an additional 100,000 Private Placement Warrants to our Sponsor. The Private Placement Warrants were sold at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds of $12,500,000.

Following the IPO, the partial exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $425,000,000 of the net proceeds from the sale of the Units and Private Placement Warrants was deposited in a U.S.-based trust account (the “Trust Account”) established for the benefit of the Company’s public stockholders maintained by American Stock Transfer & Trust Company, acting as trustee. Transaction costs of the IPO (including costs related to the closing of the underwriters’ over-allotment option) amounted to $24,012,335 consisting of $8,500,000 of underwriting discounts and commissions, $14,875,000 of deferred underwriting discounts commissions and $637,335 of other offering costs. In addition, as of ~~June~~September 30, 2021, ~~$1,739,367~~$1,032,015 of cash was held outside of the Trust Account and is available for working capital purposes.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may make permitted withdrawals from the Trust Account to pay our taxes, including franchise taxes and income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.

2124

Table of Contents

In order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that our Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to our Sponsor. As of ~~June~~September 30, 2021, there were no amounts outstanding under any such working capital loans.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~June~~September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $40,251 for office space, administrative and support services, provided to the Company. We began incurring these fees on March 1, 2021 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

The underwriters are entitled to a deferred discount of $0.35 per unit, or $14,875,000 in the aggregate. The deferred discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have ~~not~~ identified any critical accounting policies.

Warrant Liabilities

We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited condensed statements of operations. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date.

2225

Table of Contents

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, common stock are classified as shareholders’ equity. Our common stock feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.

Net Income (Loss) Per Common Share

Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. We apply the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU2020-06 is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company ~~has not adopted this standard in~~is currently assessing the ~~current period and is in the process~~impact, if any, that ASU2020-06 would have on its financial position, results of ~~evaluating its impact.~~operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are ~~controls and other procedures that are~~ designed to ensure that information required to be disclosed by us in our ~~reports filed or submitted under the~~ Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms, and ~~procedures include, without limitation, controls and procedures designed to ensure~~ that such information ~~required to be disclosed in our reports filed or submitted under the Exchange Act~~ is accumulated and communicated to our management, including our ~~Chief Executive Officer~~principal executive officer and ~~Chief Financial Officer,~~principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~As required by Rules 13a-15~~Under the supervision and ~~15d-15 under~~with the ~~Exchange Act,~~participation of our ~~Chief Executive Officer~~management, including our principal executive officer and ~~Chief Financial Officer carried out~~principal financial and accounting officer, we conducted an evaluation of the effectiveness ~~of the design and operation~~ of our disclosure controls and procedures as of ~~June~~the end of the fiscal quarter ended September 30, ~~2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as~~2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange ~~Act) as of June 30, 2021 were not effective~~Act. Due solely ~~due~~ to the ~~existence of the~~ material ~~weakness~~weaknesses in our internal control over financial reporting described ~~below.~~below, our principal executive officer and principal financial and accounting officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2021.

Table of Contents

Notwithstanding the conclusion by our ~~Chief Executive Officer~~principal executive officer and ~~Chief Financial Officer~~principal financial officer that our disclosure controls and procedures as of ~~June~~September 30, 2021 were not effective, and notwithstanding the material weakness in our internal control over financial reporting described below, management believes that the unaudited condensed financial statements and related financial information included in this Quarterly Report fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with GAAP.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of ~~our~~the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. ~~On April 12, 2021,~~In connection with the ~~staff~~management’s subsequent re-evaluation of its previously issued financial statements, the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. In light of the SEC Staff Statement, the Company’s management reevaluated the terms of the Public Warrants and Private Placement Warrants (together, the “warrants”), andCompany determined that ~~the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes~~there were errors in ~~fair value reported~~its accounting for complex financial instruments. Management concluded that a deficiency in ~~earnings each reporting period. As a result of this reevaluation, management identified a material weakness in our~~ internal control over financial reporting ~~related~~existed relating to the accounting treatment for temporary equity and that the failure to properly account for such equity and earnings per share constituted a material weakness. This material weakness resulted in the restatement of the Company’s financial statements as of and for the ~~warrants.~~periods ended March 31, 2021 and June 30, 2021.

~~Table of Contents~~

Changes in Internal Control Over Financial Reporting

Other than as described herein, there was no change in our internal control over financial reporting that occurred during the fiscal quarter ended ~~June~~September 30, 2021 ~~covered by this Quarterly Report~~ that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ~~Management has implemented~~While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation ~~steps to address~~plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the material weakness and to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. As of June 30, 2021, this has not been fully remediated.intended effects.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in various claims and legal actions in the ordinary course of business. We are not currently involved in any material legal proceedings outside the ordinary course of our business.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in our final prospectus for our IPO filed with the SEC on March 3, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our IPO filed with the SEC on March 3, 2021 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, except for the below:

We have identified a material weakness in our internal control over financial reporting as of September 30, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

As described above, management identified a material weakness in our internal control over financial reporting related to the accounting treatment for temporary equity and earnings per share.

Table of Contents

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Unregistered Sales~~

On April 14, 2021, simultaneously with the closing of the underwriters’ over-allotment option, we issued an additional 100,000 Private Placement Warrants to our Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross process of $100,000. The private placement warrants are identical to the warrants sold as part of the Units in our IPO, except that so long as they are held by our Sponsor or its permitted transferees: (1) they will not be redeemable by us (except in certain redemption scenarios when the price per share of Class A common stock equals or exceeds $10.00 (as adjusted)); (2) they (including the shares of Class A common stock issuable upon exercise of Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of the Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) are entitled to registration rights.

The sales of the Private Placement Warrants by the Company were exempt from registration in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

~~No underwriting discounts or commissions were paid with respect to such sales.~~

Use of Proceeds

On March 4, 2021, we consummated our IPO of 42,000,000 Units. We also granted the underwriters a 45-day over-allotment option to purchase 6,300,000 additional Units at the initial public offering price. On April 14, 2021, we issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of our Class A common stock and one-third of one warrant of the Company, with each whole warrant entitling the holder thereof to purchase one whole share of our Class A common stock at a price of $11.50 per share, subject to certain adjustments. The Units were sold at a price of $10.00 per unit, generating aggregate gross proceeds to the Company of $425,000,000. BofA Securities, Inc. and Barclays Capital Inc. acted as the joint book-running managers for our IPO. The securities sold in our IPO were registered under the Securities Act on registration statements on Form S-1 (File Nos. 333-252861 and 333-253755). The registration statements became effective on March 1, 2021.

~~Table of Contents~~

Following the IPO, the partial exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $425,000,000 of the net proceeds from the sale of the Units and Private Placement Warrants was deposited in the Trust Account. Transaction costs of the IPO (including costs related to the closing of the underwriters’ over-allotment option) amounted to $24,006,835, consisting of $8,500,000 of underwriting discounts and commissions, $14,875,000 of deferred underwriting discounts and commissions and $631,835 of other offering costs. In addition, as of ~~June~~September 30, 2021, ~~$1,739,366~~$1,032,015 of cash was held outside of the Trust Account and is available for working capital purposes.

For a description of the use of the net proceeds from our IPO, see Part I, Item 2 of this Quarterly Report.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2021)

3.2		Bylaws (Incorporated by reference to Exhibit 3.3 to the Company’s Form S-1, filed on February 8, 2021)

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Unaudited Condensed Balance Sheets; (ii) Unaudited Condensed ~~Statement~~Statements of Operations; (iii) Unaudited Condensed ~~Statement~~Statements of Changes in Stockholders’ Equity; (iv) Unaudited Condensed Statement of Cash Flows; and (v) Notes to Unaudited Condensed Financial Statements

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith

**	Furnished herewith

2529

Table of Contents

SIGNATURES

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 thereunto duly authorized.

		Anzu Special Acquisition Corp I

Date:	~~August 17,~~December 30, 2021	By:	/s/ Dr. Whitney Haring-Smith
			Dr. Whitney Haring-Smith
			Chief Executive Officer
			(principal executive officer)

Date:	~~August 17,~~December 30, 2021	By:	/s/ John W. Joy
			John W. Joy
			Chief Financial Officer
			(principal financial and accounting officer)

2630


	June 30, 2021		December 31, 2020
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalent	$	1,739,367	$	25,000
Prepaid expenses		1,066,626		—
Total current assets		2,805,993		25,000
Deferred offering costs associated with proposed public offering		—		94,992
Cash held in trust account		425,023,217		—
Total assets	$	427,829,210	$	119,992

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		56,872		95,693
Accrued expenses		428,185		—
Due to related party		185,580		—
Total current liabilities		670,637		95,693
Deferred underwriting fees payable		14,875,000		—
Derivative warrant liability		25,614,756		—
Total liabilities		41,160,393		95,693

Commitments and Contingencies

Common stock, $0.0001 par value; 400,000,000 shares authorized; 38,166,881 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		381,668,810		—

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020		—		—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 4,333,119 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively (Excluding 38,166,881 shares subject to possible redemption)		434		—
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 10,625,000 and 12,075,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 respectively		1,063		1,208
Additional paid-in capital		6,098,503		23,792
Accumulated deficit		(1,099,993)		(701)
Total stockholders’ equity		5,000,007		24,299
Total Liabilities and Stockholders’ Equity	$	427,829,210	$	119,992


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021

Formation and operating costs	$	1,071,142	$	1,254,607
Loss from operations		(1,071,142)		(1,254,607)
Interest earned on proceeds held in Trust Account		15,376		23,217
Change in fair value of derivative warrant liabilities		1,426,910		914,910
Allocation of transaction costs to derivative warrant liabilities		—		(782,812)
Net Income (Loss)	$	371,144	$	(1,099,292)

Weighted average shares outstanding of Class A redeemable common stock		42,428,571		42,327,731
Basic and diluted net loss per common stock, Class A	$	0.00	$	0.00
Basic weighted average shares outstanding of Class B common stock		10,607,143		10,553,472
Basic net loss per common stock, Class B	$	0.03	$	(0.10)
Diluted weighted average shares outstanding of Class B non-redeemable common stock		10,625,000		10,553,472
Diluted net loss per common stock, Class B	$	0.03	$	(0.10)


	For the Three		For the Six
	Months Ended		Months Ended
	June 30,		June 30,
	2021		2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Gain on marketable securities (net), dividends and interest, held in Trust Account	$	15,376	$	23,217
Less: Income and Franchise Tax		(15,376)		(23,217)
Net Earnings allocable to Redeemable Class A Common Stock	$	—	$	—

Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Basic and diluted weighted average shares outstanding, Redeemable Class A		42,428,571		42,327,731
Basic and diluted net earnings per share, Redeemable Class A	$	0.00	$	0.00

Non-Redeemable Class B Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net income	$	371,144	$	(1,099,292)
Less: Net Earnings allocable to Redeemable Class A Common Stock		—		—
Net Income attributable to Non-Redeemable Class A and Class B Common Stock	$	371,144	$	(1,099,292)

Denominator: Weighted Average Non-Redeemable Class B Common Stock
Basic weighted average shares outstanding of Class B non-redeemable common stock		10,607,143		10,553,472
Basic net earnings per share, Non-Redeemable Class B	$	0.03	$	(0.10)

Denominator: Weighted Average Non-Redeemable Class B Common Stock
Diluted weighted average shares outstanding of Class B non-redeemable common stock		10,625,000		10,553,472
Diluted net earnings per share, Non-Redeemable Class B	$	0.03	$	(0.10)


	June 30, 2021
Exercise price	$	11.50
Share price	$	9.73
Volatility		14.3	%
Expected life of the options to convert		6.18
Risk-free rate		1.06	%
Dividend yield		0.00	%