Correspondence 0001104659-23-077230 from Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877) (COCH)
Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877)
Date: June 30, 2023 · CIK: 0001840877 · Accession: 0001104659-23-077230
AI Filing Summary & Sentiment
File numbers found in text: 333-271920
Referenced dates: June 13, 2023
Show Raw Text
CORRESP
1
filename1.htm
2100 L Street, NW
Suite 900
Washington
DC 20037
TELEPHONE: 202.887.1500
FACSIMILE: 202.887.0763
www.mofo.com
morrison &
foerster llp
austin, beijing,
berlin, boston, brussels, denver, hong kong, london, los angeles, miami,
new york, palo alto, san diego,
san francisco, shanghai, singapore, tokyo, washington, d.c.
June 30, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Benjamin Richie, Katherine Bagley, Christie Wong and Terence O’Brien
Re: Anzu
Special Acquisition Corp I
Registration Statement on Form S-4
Filed May 15, 2023
File No. 333-271920
To Whom It May Concern:
On behalf of our client, Anzu Special Acquisition Corp I (the “Registrant”),
we submit this response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the U.S.
Securities and Exchange Commission (the “Commission”) set forth in the Staff’s comment letter, dated June 13,
2023, related to the Registrant’s registration statement on Form S-4, which was filed on May 15, 2023 (the “Registration
Statement”).
For your convenience, the Staff’s comments have been produced
in bold and italics herein with the Registrant’s response immediately following each comment. The below responses are also reflected,
to the extent applicable, in the Registrant’s Amendment No. 1 to the Registration Statement (the “Amendment”),
which was filed on the date hereof. In addition, we are also delivering a copy of the Amendment to the Staff marked to show changes from
the Registration Statement to the Amendment. Unless otherwise indicated, page references in the Staff’s comments and headings
below refer to the Registration Statement, the Registrant’s responses below refer to the Amendment and capitalized terms have the
same meaning as contained in the Amendment.
U.S. Securities and Exchange Commission
June 30, 2023
Page Two
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.
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that
it has revised its disclosure on the cover page of the Amendment.
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 aggregate commitment of $10,000,000."
Please highlight the difference, if material, in the price of these Series A Preferred
shares on as converted basis, compared to the price of the common shares purchased by Anzu
shareholders in Anzu's IPO.
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that
it has revised its disclosure on page xvi of the Amendment.
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.
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that
it has revised its disclosure on page xxii of the Amendment. The Registrant expects to file its Schedule TO immediately prior to,
or concurrently with, the effectiveness of the Registration Statement.
U.S. Securities and Exchange Commission
June 30, 2023
Page Three
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.
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that it has revised its disclosure on page 1
of the Amendment.
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.
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that
it has revised its disclosure on page 4 of the Amendment.
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.
U.S. Securities and Exchange Commission
June 30, 2023
Page Four
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that it has filed the Envoy Bridge
Note, the Fourth Amended and Restated Convertible Promissory Note, the Third Amended and Restated Credit Agreement, the Junior Note and
additional Convertible Note Agreements as Exhibits 10.19, 10.20, 10.21, 10.22, 10.23, 10.24, 10.25 and 10.26 respectively, to the Amendment.
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.
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that
it has revised its disclosure beginning on page 29 of the Amendment.
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.
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that the Registrant’s sponsor
is not controlled by, does not have any members who are, and does not have substantial ties with a non-U.S. person, and no person or
entity associated with or otherwise involved in the transaction is controlled by, or has substantial ties with, a non-U.S. person.
U.S. Securities and Exchange Commission
June 30, 2023
Page Five
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.
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that
it has revised its disclosure beginning on page 29 of the Amendment.
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.
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that it has revised its disclosure
beginning on page 65 of the Amendment. Further, the Registrant respectfully advises the Staff
that pursuant to the terms of the Sponsor Support Agreement, the Sponsor has agreed that all 12,500,000 of the Registrant’s outstanding
private warrants will be forfeited upon and subject to the completion of the closing of the Business Combination.
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.
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that
it has revised its disclosure on page 29 of the Amendment.
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.
U.S. Securities and Exchange Commission
June 30, 2023
Page Six
Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that the Registrant has reviewed the
risk factor statements regarding Envoy suppliers and revised the risk factor beginning on page 35 of the Amendment accordingly.
Envoy does not believe that any of its suppliers are material because it makes infrequent purchases, purchases are by purchase order
not under supply agreements, and, due to Envoy's limited need for components, it believes it could source alternatives either from alternate
suppliers or by producing components internally from available parts without disrupting or delaying production of new devices.
Certain of our directors, director nominees and/or officers . .
., pag