SEC Comment Letter 0000000000-23-009737 to Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877) (COCH)
Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877)
Date: Sept. 1, 2023 · CIK: 0001840877 · Accession: 0000000000-23-009737
AI Filing Summary & Sentiment
File numbers found in text: 333-271920
Letter
United States securities and exchange commission logo September 1, 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. 3 to Registration Statement on Form S-4 Filed August 24, 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 August 18, 2023 letter. Amendment No. 3 to Registration Statement on Form S-4 filed August 24, 2023 Management's Discussion And Analysis of Financial Condition And Results Of Operations of Anzu, page 190 1.Please present the results of operations analysis for years ended December 31, 2022 vs December 31, 2021. The Anzu Board's Reasons for the Business Combination, page 224 2.We note your revised disclosure in response to comment 5, including your disclosure that "[t]he Anzu Board considered a range of scenarios, with assumptions around Envoy’s market share of cochlear implants and potential revenue in future years and the multiple of revenue at which Envoy might trade." Please disclose the "range of scenarios"
FirstName LastNameDr. Whitney Haring-Smith Comapany NameAnzu Special Acquisition Corp I September 1, 2023 Page 2 FirstName LastName Dr. Whitney Haring-Smith Anzu Special Acquisition Corp I September 1, 2023 Page 2 considered, including the specific, underlying assumptions. Please also revise your disclosure to further describe the comparable companies analysis considered by the board, including how the board arrived at a valuation of "less than 5% of Cohclear Ltd." Your disclosure should include a discussion of how the board considered the revenues, earnings, and market capitalizations of the named comparable companies, including relevant assumptions, and how the company arrived at these assumptions. For example, disclose how the board determined that Envoy was valued at a similar revenue multiple to Cochlear, and how the board arrived at this revenue multiple. 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, Division of Corporation Finance Office of Industrial Applications and Services cc: David Slotkin
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United States securities and exchange commission logo
September 1, 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. 3 to Registration Statement on Form S-4
Filed August 24, 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 August 18, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed August 24, 2023
Management's Discussion And Analysis of Financial Condition And Results Of Operations of
Anzu, page 190
1.Please present the results of operations analysis for years ended December 31, 2022 vs
December 31, 2021.
The Anzu Board's Reasons for the Business Combination, page 224
2.We note your revised disclosure in response to comment 5, including your disclosure that
"[t]he Anzu Board considered a range of scenarios, with assumptions around Envoy’s
market share of cochlear implants and potential revenue in future years and the multiple of
revenue at which Envoy might trade." Please disclose the "range of scenarios"
FirstName LastNameDr. Whitney Haring-Smith
Comapany NameAnzu Special Acquisition Corp I
September 1, 2023 Page 2
FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
September 1, 2023
Page 2
considered, including the specific, underlying assumptions. Please also revise your
disclosure to further describe the comparable companies analysis considered by the board,
including how the board arrived at a valuation of "less than 5% of Cohclear Ltd." Your
disclosure should include a discussion of how the board considered the revenues,
earnings, and market capitalizations of the named comparable companies, including
relevant assumptions, and how the company arrived at these assumptions. For example,
disclose how the board determined that Envoy was valued at a similar revenue multiple to
Cochlear, and how the board arrived at this revenue multiple.
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,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: David Slotkin