SEC Comment Letter 0000000000-23-000268 to Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877) (COCH)
Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877)
Date: Jan. 11, 2023 · CIK: 0001840877 · Accession: 0000000000-23-000268
AI Filing Summary & Sentiment
File numbers found in text: 001-40133
Letter
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
FirstName LastNameDr. Whitney Haring-Smith Comapany NameAnzu Special Acquisition Corp I January 11, 2023 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Real Estate & Construction cc: Justin Salon, Esq.
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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
FirstName LastNameDr. Whitney Haring-Smith
Comapany NameAnzu Special Acquisition Corp I
January 11, 2023 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Justin Salon, Esq.