United States securities and exchange commission logo
January 11, 2023
Dr. Whitney Haring-Smith
Chief Executive Officer
Anzu Special Acquisition Corp I
12610 Race Track Road, Suite 250
Tampa, FL 33626
Re: Anzu Special
Acquisition Corp I
Preliminary Proxy
Statement filed on Schedule 14A
Filed December 29,
2022
File No. 001-40133
Dear Dr. Whitney Haring-Smith:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement filed December 29, 2022
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or
has substantial ties with, a non-U.S. person. Also revise your
filing to include risk
factor disclosure that addresses how this fact could impact your
ability to complete
your initial business combination. For instance, discuss the risk to
investors that you may
not be able to complete an initial business combination with a
target company should
the transaction be subject to review by a U.S. government entity,
such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose
that as a result, the pool of potential targets with which you could
complete an initial
business combination may be limited. Further, disclose that the time
necessary for
government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and require
you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
January 11, 2023
Page 2
of the investment opportunity in a target company, any price appreciation
in the combined
company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Joseph Ambrogi at 202-551-4821 or Jeffrey Gabor at
202-551-2544 with
any other questions.
Sincerely,
FirstName LastNameDr. Whitney Haring-Smith
Division of
Corporation Finance
Comapany NameAnzu Special Acquisition Corp I
Office of Real Estate
& Construction
January 11, 2023 Page 2
cc: Justin Salon, Esq.
FirstName LastName