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June 13, 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
Registration Statement on Form S-4
Filed May 15, 2023
File No. 333-271920
Dear Dr. Whitney Haring-Smith:
            We have reviewed your 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.
Registration Statement on Form S-4 Filed May 15, 2023
Cover Page
1.On your cover page, you briefly define Exchange Ratio. Please amend your cover page to
briefly describe the Merger Consideration and Fully Diluted Share Number, so it is clear
from the disclosure on your cover page how you will calculate the Exchange Ratio.
Please also provide an estimate of the Exchange Ratio as of a recently practicable date, as
you do on page 2 of your filing.
Q. Will Anzu enter into any financing arrangements in connection with the Business
Combination?, page xv
2.We note your disclosure that "Anzu agreed to issue and sell to Sponsor, 1,000,000 shares
of Series A Preferred Stock in a private placement at a price of $10.00 per share for an

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aggregate commitment of $10,000,000."  Please highlight the difference, if material, in the
price of these Series A Preferred shares on as as converted basis, compared to the price of
the common shares purchased by Anzu shareholders in Anzu's IPO.
Q: Why is Anzu making the Exchange Offer?, page xx
3.Please balance your discussion of the benefits of the Exchange Offer to shareholders with
a brief discussion of the risks to shareholders of participating in the Exchange Offer,
including but not limited to, the risk that shareholders of preferred shares will have
"extremely limited voting rights" and the risk that New Envoy’s ability to make scheduled
dividend payments on the Series A Preferred Stock will depend on Envoy’s financial
condition and operating performance, which may not be sufficient to enable New Envoy
to pay any dividends on the Series A Preferred Stock.  Please also confirm when you
expect to file your schedule TO.
Summary of the Proxy Statement/Prospectus
Envoy, page 1
4.Please amend your disclosure to provide a more robust summary of the business of Envoy,
including a description of the company's business, that it has limited operating history,
that it has incurred losses in each year since inception, and has an accumulated deficit of
approximately $226.0 million as of its most recent fiscal year-end.
Pro Forma Ownership of Anzu Upon Closing, page 4
5.We note the following disclosure about the ownership of New Envoy after the business
combination:

•"immediately after the closing of the Business Combination, Envoy’s former
shareholders will hold approximately 71.7% of the issued and outstanding New
Envoy Class A Common Stock, the Sponsor will hold approximately 4.8% of the
issued and outstanding New Envoy Class A Common Stock, and the current
stockholders of Anzu will hold approximately 20.6% of the issued and outstanding
New Envoy Class A Common Stock;" and
•"Based on the assumptions in the preceding paragraph, immediately after the closing
of the Business Combination, the Sponsor will hold approximately 77.8% of the
issued and outstanding shares of Series A Preferred Stock, and GAT will hold
approximately 22.2% of the issued and outstanding shares of Series A Preferred
Stock."

Please disclose the voting control of New Envoy of each party mentioned above
immediately after the closing of the Business Combination.

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Related Agreements, page 4
6.Please file the Envoy Bridge Note and Convertible Note Agreements, including the related
GAT Note and Credit Agreement and Junior notes, as exhibits to your registration
statement.  Alternatively, please tell us why you do not believe you are required to do so.
Risk Factors, page 22
7.We note that "[c]hanged in interest rates or rates of inflation" is an important factor that
could cause future results to be materially different from those projected or implied
throughout your disclosure.  Please revise to include risk factors discussing the types of
costs and expenses that are subject to significant changes in interest rates or inflationary
pressures and identify actions planned or taken, if any, to mitigate such events.
8.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.  Please also tell us
whether anyone or any entity associated with or otherwise involved in the transaction, is,
is controlled by, or has substantial ties with a non-U.S. person.  If so, please 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.  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 of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
9.Please disclose whether and how, based on global events such as the COVID-19 pandemic
or the conflict in Ukraine or economic pressures such as inflation, your business segments,
products, lines of service, projects or operations are materially impacted by supply chain
disruptions.
10.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.

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Failure of a key information technology system, process or site could have an adverse effect on
our business., page 26
11.We note that, as a result of the COVID-19 pandemic, you and your third-party service
providers may face increased cybersecurity risks.  Please expand your disclosure of the
functions of the third party vendors, disclose any breaches of information systems and
controls to date, if any, and discuss steps the Company has taken to protect its subjects'
data.
We will be dependent upon contract manufacturing organizations and material suppliers . . .,
page 31
12.We note your disclosure that "[s]ome of the critical materials and components used in
manufacturing the Acclaim are sourced from single suppliers."  Please revise this section
to identify these single suppliers.  Refer to Item 101(h)(4)(v) of Regulation S-K. Please
also file any agreements you have with these suppliers as an exhibit, consistent with Item
601(b)(10) of Regulation S-K.  Alternatively, please tell us why you do not believe you
are required to do so.
Certain of our directors, director nominees and/or officers . . ., page 33
13.You disclose that "[c]ertain of our directors currently own, operate and manage other
entities, which may have similar or different objectives than ours."  In an appropriate
place in your filing, please identify the relevant director and other entities, and the duties
of each director to the relevant entities.
Risks Related to Regulation and Litigation
Envoy and its directors are defendants in ongoing litigation . . ., page 38
14.Please quantify the extent of your potential liability related to the ongoing litigation, if
material and estimable.  Please also disclose the status of this litigation.
A new 1% U.S. federal excise tax could be imposed on Anzu . . ., page 54
15.We note your disclosure that any redemption or other repurchase that occurs after
December 31, 2022, in connection with the Business Combination, extension vote or
otherwise, including in connection with the Special Meeting, may be subject to the excise
tax.  If applicable, include in your disclosure that the excise tax could reduce the trust
account funds available to pay redemptions.  Also describe the risk that if existing SPAC
investors elect to redeem their shares such that their redemptions would subject the SPAC
to the stock buyback excise tax, the remaining shareholders that did not elect to redeem
may economically bear the impact of the excise tax.

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Proposal No. 2 - The Charter Proposal, page 98
16.Please amend your disclosure to briefly describe the "key provisions" referenced by the
"Amendment" provision of the Charter Proposal.
Unaudited Pro Forma Condensed Combined Financial Statements , page 127
17.With respect to Note 3(h), please describe how you determined the value of the 12.5
million of private warrants to be forfeited.
18.You note on page 124 that the Envoy will borrow a Bridge Note of $10 million from GAT
concurrently with the execution and delivery of the Business Combination Agreement.
Contingent upon, and effective concurrently with the PIPE closing, Anzu will issue shares
of Series A Preferred Stock to GAT equal to the outstanding principal of the Envoy
Bridge Note.  Please reflect this transaction in your pro forma financial statements.
19.We note on page F-18 that the 2022 Working Capital Loan is repayable in full upon on the
earlier of (i) March 29, 2023 or (ii) the consummation of the Company’s initial Business
Combination.  Upon the consummation of a Business Combination, the Sponsor shall
have the option to convert the principal balance of the 2022 Working Capital Loan, in
whole or in part, into warrants.  Please address the need to reflect these notes as issued and
then either (i) converted into warrants or (ii) repaid in cash within your pro forma
financial statements.  If there are varying scenarios related to the conversion/repayment of
these notes, address these various scenarios. See Article 1102(a)(10) of Regulation S-X.
20.We note on page F-52 that Envoy Medical Corp drew $5.0 million of the available funds
from the 2012 Convertible Notes in 2013 and subsequently the Company entered into a
convertible promissory note agreement with a shareholder for a principal of $10.0 million
and interest rate of 4.5%. Common Stock.  Please reflect the transactions in the pro forma
financial statements if needed.
The Business Combination Agreement, page 139
21.We note your disclosure that "no person should rely on the representations and warranties
in the Business Combination Agreement or the summaries thereof in this proxy
statement/prospectus as characterizations of the actual state of facts about Envoy, Anzu or
Merger Sub or any other matter."  Please revise to remove any implication that the
Business Combination Agreement and your disclosure of the same does not constitute
public disclosure under the federal securities laws.

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Representations, Warranties and Covenants, page 141
22.Your disclosure in this section states that the Business Combination Agreement contains
"customary" representations, warranties, and covenants, and you describe general topics
of representations, warranties, and covenants.  Please tailor your disclosure to your
particular facts and circumstances by describing the specific, material representations,
warranties, and covenants included in your Business Combination Agreement.
Envoy Support Agreements, page 153
23.In an appropriate place in your filing, please identify the Key Shareholders.
Sponsor Support Agreement, page 153
24.Please disclose, as of a recently practicable date, estimates of the current amount of shares
the sponsor would forfeit, the Retained Sponsor Shares, the Expense Excess Shares, and
the Contingent Sponsor shares, or tell us why you believe you are not required to do so.
Forward Share Purchase Agreement, page 154
25.Please provide your analysis of how purchases under your forward purchase
agreement will comply, and how the extension support agreements described at the
bottom of page 11 comply, with Rule 14e-5.  To the extent that you are relying on Tender
Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide
an analysis regarding how it applies to your circumstances.  Revise your disclosure as
appropriate for consistency.
26.Your disclosure includes various defined terms throughout your description of the
Forward Share Purchase Agreement.  For clarity, please quantify or define these terms, as
appropriate, throughout your discussion of the terms of the agreement.
Termination of Legacy Forward Share Purchase Agreements, page 156
27.Please disclose the consequences, if any, to Anzu related to the termination of the legacy
forward share purchase agreements.  Please also clarify whether the side letter forward
purchase agreements were terminated, and any related consequences to Anzu.
Background of the Business Combination, page 156
28.Please revise your disclosure in this section to include descriptions of negotiations relating
to material terms of the business combination and related transactions, including, but not
limited to, the key terms of the PIPE Transaction; the Sponsor Support Agreement,
including the Sponsor agreeing to forfeit certain securities; the proposed Envoy
Conversions and the cancellation of outstanding Envoy options for nominal
consideration; the determination to enter into the Forward Purchase Agreement and the
key terms of the agreement, including the Shortfall Warrants; the determination to enter
into the Envoy Bridge note and the key terms of the note, including the purpose of the

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note and any conflicts of interest considered; the initial valuation for Envoy of $150.0
million and any related negotiations; the agreements with Key Shareholders; and the
Exchange Offer.  In your revised disclosure, please explain the reasons for such