SEC Comment Letter 0000000000-23-010058 to Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877) (COCH)
Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877)
Date: Sept. 12, 2023 · CIK: 0001840877 · Accession: 0000000000-23-010058
AI Filing Summary & Sentiment
File numbers found in text: 333-271920
Letter
United States securities and exchange commission logo September 12, 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. 4 to Registration Statement on Form S-4 Filed September 5, 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 September 1, 2023 letter. Amendment No. 4 to Registration Statement on Form S-4 The Anzu Board's Reasons for the Business Combination, page 211 1.We note your revised disclosure in response to comment 2 and reissue the comment in part. Please revise your disclosure to clarify what is meant by the "value" of Cochlear Ltd. in your disclosure that "Envoy has been valued at less than 5% of Cochlear Ltd." Your disclosure should include a discussion of how you arrived at this value and the relevant value of Envoy, including any relevant revenues, earnings, multiples, market capitalizations, and underlying assumptions you considered to arrive at a value for Cochlear Ltd., and the discounted value for Envoy.
FirstName LastNameDr. Whitney Haring-Smith Comapany NameAnzu Special Acquisition Corp I September 12, 2023 Page 2 FirstName LastName Dr. Whitney Haring-Smith Anzu Special Acquisition Corp I September 12, 2023 Page 2 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 12, 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. 4 to Registration Statement on Form S-4
Filed September 5, 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 September 1, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
The Anzu Board's Reasons for the Business Combination, page 211
1.We note your revised disclosure in response to comment 2 and reissue the comment in
part. Please revise your disclosure to clarify what is meant by the "value" of Cochlear
Ltd. in your disclosure that "Envoy has been valued at less than 5% of Cochlear Ltd."
Your disclosure should include a discussion of how you arrived at this value and the
relevant value of Envoy, including any relevant revenues, earnings, multiples, market
capitalizations, and underlying assumptions you considered to arrive at a value for
Cochlear Ltd., and the discounted value for Envoy.
FirstName LastNameDr. Whitney Haring-Smith
Comapany NameAnzu Special Acquisition Corp I
September 12, 2023 Page 2
FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
September 12, 2023
Page 2
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