United States securities and exchange commission logo
August 18, 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
Amendment No. 2 to
Registration Statement on Form S-4
Filed August 4,
2023
File No. 333-271920
Dear Dr. Whitney Haring-Smith:
We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
28, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Interests of the Sponsor and Anzu's Directors and Officers in the
Business Combination, page 14
1. We note your amended
disclosure in response to comment 2. Please revise your
disclosure to clearly
state the purpose of the forward purchase agreement, and confirm
that you will file the
relevant current report noted in Tender Offer Compliance and
Disclosure
Interpretation 166.01, if applicable.
Side Letters with Legacy Forward Purchasers, page 180
2. We note your revised
disclosure and response to comment 11 and reissue in
part. Please discuss
the reasoning behind the decision to terminate the Legacy Forward
Purchase Agreements.
Further, please clarify the purpose of the side letter agreements,
Dr. Whitney Haring-Smith
FirstName LastNameDr.
Anzu Special AcquisitionWhitney
Corp I Haring-Smith
Comapany
August 18, NameAnzu
2023 Special Acquisition Corp I
August
Page 2 18, 2023 Page 2
FirstName LastName
including any negotiations or analysis that led to these agreements
remaining in full force
and effect, notwithstanding the termination of the Legacy Forward
Purchase Agreements.
Background of the Business Combination, page 186
3. We note your response to previous comment 9 and reissue in part.
Please further revise
your disclosure throughout this section to include detailed
descriptions of negotiations
relating to material terms of the PIPE Transaction, the proposed Envoy
Conversions, and
the Exchange Offer. In this regard, please explain the terms of such
agreements, each
party's position on such issues, and how you reached agreement on the
final terms and
agreements. As a related matter, we note your response to comment 8.
Please revise your
disclosure in the background of the business combination section to
further discuss any
negotiations related to Anzu no longer being required to have at least
$43,913,470 in the
Trust Account. In this regard, we note your revised disclosure that
"the parties agreed to
establish a threshold which required Anzu to retain at least $40
million in the Trust
Account at the Extension," "[o]n December 20, 2022, Dr. Haring-Smith
shared a final
version of the Term Sheet that aimed to clarify that the Trust Account
would need to
retain more than $40 million during the planned Extension as part of
remaining listed on a
major national exchange;" and "The result of this effort by Anzu
management was that
over $40 million was retained in the Trust Account at the Extension."
However, it is
unclear how the parties arrived at the determination that there would
be no minimum cash
condition at closing.
4. We note your responses to comments 10 and 14, but we are not persuaded
by your
responses. We further note that Item 4(b) of Form S-4 requires that
the information
required by Item 1015(b) of Regulation M-A be provided with respect to
a report, opinion,
or appraisal that is (i) materially related to the transaction and
(ii) referred to in the
prospectus. Accordingly, please provide the information required by
Item 4(b) of Form S-
4 and Item 1015(b) of Regulation M-A with regard to MCRA and any other
"[t]hird party
diligence providers" and industry-relevant consultants that have
produced material reports,
opinions, or appraisals.
The Anzu Board's Reasons for the Business Combination, page 197
5. We note your response to comment 13, and your revised disclosure on
page 197 including
the following statements:
"Based on these peer companies, the Anzu Board considered what
discount level
would be sufficient to reflect the early-stage development of
Envoy relative to its
publicly traded peers, the technological risks associated with an
early stage device,
and the fact that Envoy does not have a currently commercialized
business, unlike its
publicly traded peers;" and
"The Anzu Board believed this valuation reflected a significant
discount that was
sufficient to establish an attractive entry point for Anzu
stockholders. Given these
Dr. Whitney Haring-Smith
FirstName LastNameDr.
Anzu Special AcquisitionWhitney
Corp I Haring-Smith
Comapany
August 18, NameAnzu
2023 Special Acquisition Corp I
August
Page 3 18, 2023 Page 3
FirstName LastName
factors, the Anzu Board concluded that the valuation of Envoy
represented a
reasonable entry valuation for Anzu s stockholders."
Please revise your disclosure to present the analyses conducted and
considered by the
Anzu Board to arrive at its valuation of New Envoy. For example,
please disclose how
you selected each of the comparable companies, given your disclosure
that these
companies are publicly traded and are currently selling partially
implanted devices.
Please also disclose how you considered the revenues, earnings, and
market
capitalizations of the incumbent competitors currently selling
partially-implanted
devices to determine the discount level that would be sufficient to
reflect the early-stage
development of Envoy relative to its peers. Provide any relevant
assumptions related to
your analyses.
6. We note your response to comment 11 that the Board held general
discussions with
multiple potential parties regarding a third party fairness opinion
but did not believe a
fairness opinion to be appropriate, given the necessary valuation
methodology. Please
revise your disclosure to describe the relevant experience and
knowledge of the
the Board on which it relied to reach the conclusions regarding the
advisability
and fairness of the merger agreement.
Contractual Obligations, page 214
7. We note your response to previous comment 15 and reissue in part.
Please revise your
disclosure to address the following:
describe the "industry developments" that preceded one of the
two underwriter
resignations.
We note your disclosure that the waiver of deferred underwriter
fees is "consistent
with market practice by many other underwriters to other special
purpose acquisition
companies." Please revise or remove this disclosure, as
appropriate, for consistency
with the disclosure in your risk factor on page 75 that "the
waiver of a deferred
underwriting fee is unusual and some investors may find the
Business Combination
less attractive as a result."
Please clarify the SPAC s current relationship with the
underwriters.
Given that both of your underwriters resigned after you began
searching for targets,
please affirmatively disclose whether one or both of the
underwriters had any role in
the identification or evaluation of business combination targets.
Revise the risk factor disclosure to explicitly clarify that
the underwriters have
performed all their obligations to obtain the fee and therefore
are gratuitously
waiving the right to be compensated.
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
August 18, 2023
Page 4
General
8. We note your disclosure in response to comment 20, including the amended
disclosure in
footnote 3 on page 5 that the maximum redemption scenario "[a]ssumes that
4,312,774
shares of Anzu common stock, or 100% of public shares outstanding are
redeemed, of
which 4,300,000 shares are recycled by Meteora Parties, and 86,000 shares
are issued to
Meteora Parties as 2% share consideration." Please clarify the meaning of
"are recycled"
as it is used in this disclosure.
You may contact Christie Wong at 202-551-3684 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545
with any other
questions.
Sincerely,
FirstName LastNameDr. Whitney Haring-Smith Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NameAnzu Special Acquisition Corp I
Services
August 18, 2023 Page 4
cc: David Slotkin
FirstName LastName