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    2100 L STREET, NW SUITE 900
    MORRISON & FOERSTER LLP

    WASHINGTON, D.C. 20037

    AUSTIN , BEIJING , BERLIN , BOSTON ,

    BRUSSELS , DENVER , HONG KONG ,

    LONDON , LOS ANGELES , NEW YORK ,

    PALO ALTO , SAN DIEGO , SAN FRANCISCO ,

    SHANGHAI ,
    SINGAPORE , TOKYO ,

    WASHINGTON , D .C .

    TELEPHONE: 202.887.1500

    FACSIMILE: 202.887.0763

    WWW.MOFO.COM

January 18, 2023

BY EDGAR

Mr. Joseph Ambrogi

Mr. Jeffrey Gabor

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Anzu Special Acquisition Corp I

Preliminary Proxy Statement on Schedule 14A

Filed
December 29, 2022

File No. 001-40133

Dear Mr. Ambrogi and Mr. Gabor:

This letter (this “Response
Letter”) is submitted on behalf of Anzu Special Acquisition Corp I (the “Company”) in response
to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in a letter dated January 11, 2023 (the “Comment Letter”)
with respect to the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 001-40133), which was filed by the Company with
the Commission on December 29, 2022 (the “Preliminary Proxy Statement”).

For your convenience, the Staff’s
numbered comment set forth in the Comment Letter has been reproduced in bold and italics herein with the response immediately following.

In addition, the Company has
revised certain disclosures in the Preliminary Proxy Statement in response to comments delivered by the staff of the Division of Investment
Management of the Commission in a telephone conference on January 9, 2023. Attached as Exhibit A hereto are the revised pages,
which are marked to show changes to the Preliminary Proxy Statement filed on December 29, 2022.

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 of the investment opportunity in a target company, any price appreciation
in the combined company, and the warrants, which would expire worthless.

Response to Comment No. 1

The Company respectfully advises the Staff that
the Company’s sponsor, Anzu SPAC GP I LLC, is not, is not controlled by, does not have any members who are, and has no substantial
ties with, a non-U.S. person.

* * * *

If you have any questions
or would like further information concerning the Company’s response to your Comment Letter, please do not hesitate to contact me
at andycampbell@mofo.com or (202) 887-1584.

    Sincerely,

    /s/ Andrew P. Campbell

    Andrew P. Campbell

 Cc: Dr. Whitney Haring-Smith, Chief Executive Officer

Daniel J. Hirsch, Chief Financial Officer and Corporate
Secretary

Anzu Special Acquisition Corp I

Justin R. Salon

Morrison & Foerster LLP

EXHIBIT A

(See attached.)

100%
of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable, including the
deduction of the amount of any excise tax, if applicable),
divided by the total number of then-outstanding Public Shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of Anzu’s remaining stockholders and the
Board, liquidate and dissolve, subject in each case to Anzu’s obligations under the Delaware General Corporation Law (the “DGCL”)
to provide for claims of creditors and the requirements of other applicable law. Under recently
issued Treasury guidance, redemptions of the Public Shares in connection with a complete liquidation of the Company generally would not
be subject to the excise tax. There will be no distribution from the Trust Account with respect
to Anzu’s warrants, which will expire worthless in the event of our winding up. In addition,
Anzu’s securityholders would lose the opportunity to invest in a successor operating business following a Business Combination,
including the potential appreciation in the value of Anzu’s securities following such a transaction.

The Class B Holders waived their right
to participate in any liquidation distribution with respect to the 10,625,000 shares of Class B Common Stock held by them. There will
be no distribution from the Trust Account with respect to Anzu’s warrants, which will expire worthless in the event Anzu dissolves
and liquidates the Trust Account. In addition, if the Maximum Redemption Condition is not met and is not waived by the Board in its sole
discretion, even if the Extension Amendment Proposal is approved, Anzu will not proceed with the Charter Extension.

 Q: If the Extension Amendment Proposal is approved, what happens
next?

A: If the Extension Amendment Proposal is approved and the Maximum Redemption Condition is met, Anzu will
file the Charter Amendment with the Delaware Secretary of State and will continue to attempt to consummate a Business Combination until
the applicable Termination Date. Anzu will not proceed with the Charter Extension, even if the Extension Amendment is approved, if the
Maximum Redemption Condition is not met (WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM ONLY
A PORTION OF THEIR PUBLIC SHARES). The Board reserves
the right in its sole discretion to waive the Maximum Redemption Condition and proceed with the Charter Extension Amendment Proposal,
notwithstanding the Maximum Redemption Condition not being met.

If the Extension Amendment Proposal
is approved and the Charter Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion
of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account
and increase the percentage interest of Anzu held by the Sponsor.

If the Extension Amendment Proposal
is approved and if, following such approval, Anzu has at least $40.0 million remaining in the Trust Account after taking into
account the Redemptions, Anzu has agreed to waive its right under the Certificate of Incorporation to withdraw up to $100,000 of
interest from the Trust Account to pay dissolution expenses.

 Q: If I vote for or against the Extension Amendment Proposal,
do I need to request that my shares be redeemed?

 A: Yes. Whether you vote “for” or “against”
the Extension Amendment Proposal, or do not vote at all, you will need to submit a redemption request for your shares if you choose to
redeem. However, even if the Extension Amendment Proposal is approved, Anzu will not proceed with the Charter Extension unless the Maximum
Redemption Condition is met or is waived by the Board in its sole discretion.

 Q: How are the funds in the Trust Account currently being held?

A: Anzu intends, until the earlier of (a) the consummation of the Business Combination and (b) the liquidation
of the Trust Account, to continue to maintain the Trust Account funds in cash equivalents, which currently consist of United States government
securities and government money market funds registered under the Investment Company Act.

    8

On
March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, a proposed
rule that would provide SPACs a safe harbor from registration under the Investment Company Act if they satisfy certain conditions that
limit a SPAC’s duration, asset composition, business purpose and activities.

Because the SPAC
Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to
a SPAC in certain circumstancesThere is currently uncertainty concerning the applicability
of the Investment Company Act to a SPAC in certain circumstances. To mitigate the risk of us being deemed an investment company under
the Investment Company Act, we could liquidate the investments in the Trust Account and hold all funds in the Trust Account in cash.
However, we intend to maintain the Trust Account in cash equivalents as described above. As a result, the risk that we may be considered
an unregistered investment company is greater than that of a SPAC that has elected to liquidate such investments and to hold all funds
in its trust account in cash. If we are deemed to be an investment company and subject to compliance
with and regulation under the Investment Company Act, our activities would be severely restricted and we may be subject to regulatory
enforcement or other risks. For more information, see the section entitled “Risk Factors”.

 Q: Am I being asked to vote on a Business Combination at this Stockholder
Meeting?

 A: No. You are not being asked to vote on a Business Combination at this time. If the Charter Extension
is implemented and you do not elect to redeem your Public Shares, provided that you are a stockholder on the record date for the stockholder
meeting to consider a Business Combination, you will be entitled to vote on a Business Combination when it is submitted to stockholders
and will retain the right to redeem your Public Shares for cash in connection with a Business Combination or liquidation.

 Q: Will how I vote affect my ability to exercise redemption rights?

 A: No. You may exercise your redemption rights whether or not you are a holder of Public Shares on the Record
Date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your Public Shares on the Extension Amendment
Proposal (for or against) or any other proposal described in this proxy statement. As a result, the Charter Extension can be approved
by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their
Public Shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and
the potential inability to meet the listing standards of Nasdaq. However, Anzu will not proceed with the Charter Extension unless the
Maximum Redemption Condition is met or is waived by the Board in its sole discretion.

 Q: May I change my vote after I have mailed my signed proxy card?

 A: Yes. Stockholders may send a later-dated, signed proxy card to Anzu Special Acquisition Corp I, at 12610
Race Track Road, Suite 250, Tampa, FL 33626, so that it is received by Anzu prior to the vote at the Stockholder Meeting (which is scheduled
to take place on                      , 2023) or attend the virtual Stockholder Meeting and vote electronically. Stockholders also may revoke their proxy
by sending a notice of revocation to Anzu’s Chief Executive Officer, which must be received by Anzu’s Chief Executive Officer
prior to the vote at the Stockholder Meeting. However, if your shares are held in “street name” by your broker, bank or another
nominee, you must contact your broker, bank or other nominee to change your vote.

 Q: How are votes counted?

 A: Votes will be counted by the inspector of election appointed for the Stockholder Meeting, who will separately
count “FOR” and “AGAINST” votes and abstentions. The approval of the Extension Amendment Proposal requires the
affirmative vote of at least sixty-five percent (65%) of the issued and outstanding shares of Common Stock. Approval of the Adjournment
Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of
Common Stock who are present in person or represented by proxy and entitled to vote thereon at the Stockholder Meeting.

    9

RISK
FACTORS

In addition
to the below risk factors, you should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the Securities
and Exchange Commission (the “SEC”) on March 31, 2022, any subsequent Quarterly Report on Form 10-Q filed with the SEC and
in the other reports we file with the SEC before making a decision to invest in our securities. The risks and uncertainties described
in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that
we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating
results or result in our liquidation.

There are no assurances that
the Charter Extension will enable us to complete a Business Combination.

Approving the Charter
Extension involves a number of risks. Even if the Charter Extension is approved, the Company can provide no assurances that a Business
Combination will be considered or consummated prior to the Charter Extension Date. Our ability to consummate any Business Combination
is dependent on a variety of factors, many of which are beyond our control. If the Charter Extension is approved, the Company expects
to continue to pursue opportunities for Business Combinations, negotiate transaction documents and then seek stockholder approval of a
Business Combination. Although we have entered into a letter of intent regarding a business combination, there can be no assurances that
we will be able to complete that business combination or any other Business Combination prior to the Charter Extension Date.

We are required
to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment Proposal, and we will be required to
offer stockholders redemption rights again in connection with any stockholder vote to approve a Business Combination. Even if the Charter
Extension or a Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient
cash to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption
periods in connection with the Charter Extension and a Business Combination vote could exacerbate these risks. Other than in connection
with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares
on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of
our shares at favorable prices, or at all.

The SEC has recently issued
proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential Business Combination target, or
others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete a Business
Combination and may make it more difficult to complete a Business Combination. The need for compliance with the SPAC Rule Proposals may
cau