Correspondence 0001104659-23-094602 from Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877) (COCH)
Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877)
Date: Aug. 23, 2023 · CIK: 0001840877 · Accession: 0001104659-23-094602
AI Filing Summary & Sentiment
File numbers found in text: 333-271920
Referenced dates: August 18, 2023
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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.
August 23, 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
Amendment No. 2 to Registration Statement on Form S-4
Filed August 4, 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 August 18,
2023, related to the Registrant’s Amendment No. 2 (“Amendment No. 2”) to its registration statement
on Form S-4 (the “Registration Statement”), which was filed on August 4, 2023.
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. 3 to the Registration Statement (“Amendment No. 3”),
which was filed on the date hereof. In addition, we are also delivering a copy of Amendment No. 3 to the Staff marked to show changes
from Amendment No. 2 to Amendment No. 3. Unless otherwise indicated, page references in the Staff’s comments and
headings below refer to Amendment No. 2, the Registrant’s responses below refer to Amendment No. 3 and capitalized terms
have the same meaning as contained in Amendment No. 3.
U.S. Securities and Exchange Commission
August 23, 2023
Page Two
Amendment No. 2 to Registration Statement on Form S-4
Filed August 4, 2023
Interests of the Sponsor and Anzu’s Directors and Officers
in the Business Combination, page 14
1. We note your amended disclosure in response to
comment 2. Please revise your disclosure to clearly state the purpose of the forward purchase
agreement, and confirm that you will file the relevant current report noted in Tender Offer
Compliance and Disclosure Interpretation 166.01, if applicable.
Response: In response to the
Staff’s comment, Registrant respectfully advises the Staff that it has revised its disclosure on pages xv, 10, 131 and
164 of Amendment No. 3. Additionally, Registrant confirms that it will file the relevant current report noted in Tender Offer
Compliance and Disclosure Interpretation 166.01, if applicable.
Side Letters with Legacy Forward Purchasers, page 180
2. We note your revised disclosure and response
to comment 11 and reissue in part. Please discuss the reasoning behind the decision to terminate
the Legacy Forward Purchase Agreements. Further, please clarify the purpose of the side letter
agreements.
Response: The Registrant respectfully advises
the Staff that the Registrant has revised its disclosure on pages 10, 15, 166 and 167 of Amendment No. 3 to discuss the
reasoning behind the decision to terminate the Legacy Forward Purchase Agreements and to clarify the purpose of the side letter
agreements.
Background of the Business Combination, page 186
3. We note your response to previous comment 9 and
reissue in part. Please further revise your disclosure throughout this section to include
detailed descriptions of negotiations relating to material terms of the PIPE Transaction,
the proposed Envoy Conversions, and the Exchange Offer. In this regard, please explain the
terms of such agreements, each party's position on such issues, and how you reached agreement
on the final terms and agreements. As a related matter, we note your response to comment
8. Please revise your disclosure in the background of the business combination section to
further discuss any negotiations related to Anzu no longer being required to have at least
$43,913,470 in the Trust Account. In this regard, we note your revised disclosure that "the
parties agreed to establish a threshold which required Anzu to retain at least $40 million
in the Trust Account at the Extension," "[o]n December 20, 2022, Dr. Haring-Smith
shared a final version of the Term Sheet that aimed to clarify that the Trust Account would
need to retain more than $40 million during the planned Extension as part of remaining listed
on a major national exchange;" and "The result of this effort by Anzu management
was that over $40 million was retained in the Trust Account at the Extension." However,
it is unclear how the parties arrived at the determination that there would be no minimum
cash condition at closing.
U.S. Securities and Exchange Commission
August 23, 2023
Page Three
Response: In response to the Staff’s
comment, the Registrant respectfully advises the Staff that it has revised its disclosure on
pages 171 and 175 of Amendment No. 3. In addition, as discussed with the Staff on August 18, 2023, the
requirement to have at least $43,913,470 in the Trust Account was a representation that applied as of the date of the Business
Combination Agreement and it was never intended to be, and is not, a minimum cash condition for the Closing.
4. We note your responses to comments 10 and 14,
but we are not persuaded by your responses. We further note that Item 4(b) of
Form S-4 requires that the information required by Item 1015(b) of Regulation M-A be provided with respect to a report,
opinion, or appraisal that is (i) materially related to the transaction and (ii) referred to in the prospectus.
Accordingly, please provide the information required by Item 4(b) of Form S-4 and Item 1015(b) of Regulation M-A with
regard to MCRA and any other "[t]hird party diligence providers" and industry-relevant consultants that have produced
material reports, opinions, or appraisals.
Response: In response to the Staff’s comment,
the Registrant respectfully advises the Staff that the Registrant does not believe that any of the due diligence materials referenced
constitute a “report, opinion or appraisal materially relating to the transaction” within the scope of Item 4(b) of
Form S-4 and Item 1015(b) of Regulation M-A. As disclosed in the Registration Statement, the Registrant’s board of directors
and its representatives reviewed due diligence summaries with respect to Envoy prepared by professional advisors, including MCRA, a medical
device consultant (collectively, such due diligence summaries, the “Due Diligence Summaries”). The Due Diligence Summaries
were prepared by the Registrant’s professional advisors to assist the Registrants in its due diligence of certain aspects of Envoy’s
business, including with respect to the prospects for FDA regulatory approval of the Acclaim implant device and the potential for insurance
reimbursement for the Acclaim, based on each of the advisor’s respective review of due diligence materials provided by Envoy throughout
the due diligence process. MCRA and the other third-party diligence providers were not asked or engaged to provide, nor did they provide,
any conclusions with respect to these matters. The conclusions with respect to these matters, including the prospects for FDA regulatory
approval of the Acclaim and the potential for insurance reimbursement of the Acclaim, were those of the Registrant, its management and
its board of directors, not of MCRA or any other third-party diligence providers. In response to the Staff’s comment, the Registrant
has revised the disclosure on pages 174, 175, 178 and 179 of Amendment No. 3 to clarify these points.
U.S. Securities and Exchange Commission
August 23, 2023
Page Four
The Anzu Board’s Reasons for the Business Combination, page 197
5. We note your response to comment 13, and your
revised disclosure on page 197 including the following statements:
● "Based on these peer companies, the Anzu Board considered
what discount level would be sufficient to reflect the early-stage development of Envoy relative
to its publicly traded peers, the technological risks associated with an early stage device,
and the fact that Envoy does not have a currently commercialized business, unlike its publicly
traded peers;" and
● "The Anzu Board believed this valuation reflected
a significant discount that was sufficient to establish an attractive entry point for Anzu
stockholders. Given these factors, the Anzu Board concluded that the valuation of Envoy represented
a reasonable entry valuation for Anzu’s stockholders."
Please revise your disclosure to present the analyses
conducted and considered by the Anzu Board to arrive at its valuation of New Envoy. For example, please disclose how you selected each
of the comparable companies, given your disclosure that these companies are publicly traded and are currently selling partially implanted
devices. Please also disclose how you considered the revenues, earnings, and market capitalizations of the incumbent competitors currently
selling partially-implanted devices to determine the discount level that would be sufficient to reflect the early-stage development of
Envoy relative to its peers. Provide any relevant assumptions related to your analyses.
Response: In response to the Staff’s comment,
the Registrant respectfully advises the Staff that it has revised its disclosure on page 178 of Amendment No. 3.
6. We note your response to comment 11 that the
Board held general discussions with multiple potential parties regarding a third party
fairness opinion but did not believe a fairness opinion to be appropriate, given the necessary valuation methodology. Please revise your
disclosure to describe the relevant experience and knowledge of the the Board on which it relied to reach the conclusions regarding the
advisability and fairness of the merger agreement.
Response: In response to the Staff’s
comment, the Registrant respectfully advises the Staff that it has revised its disclosure beginning on page xi of Amendment
No. 3.
U.S. Securities and Exchange Commission
August 23, 2023
Page Five
Contractual Obligations, page 214
7. We note your response to previous comment 15
and reissue in part. Please revise your disclosure to address the following:
● Describe the "industry developments" that preceded
one of the two underwriter resignations.
● We note your disclosure that the waiver of deferred underwriter
fees is "consistent with market practice by many other underwriters to other special
purpose acquisition companies." Please revise or remove this disclosure, as appropriate,
for consistency with the disclosure in your risk factor on page 75 that "the waiver
of a deferred underwriting fee is unusual and some investors may find the Business Combination
less attractive as a result."
● Please clarify the SPAC’s current relationship with
the underwriters.
● Given that both of your underwriters resigned after you
began searching for targets, please affirmatively disclose whether one or both of the underwriters
had any role in the identification or evaluation of business combination targets.
● Revise the risk factor disclosure to explicitly clarify
that the underwriters have performed all their obligations to obtain the fee and therefore
are gratuitously waiving the right to be compensated.
Response: In
response to the Staff’s comment, the Registrant respectfully advises the Staff that it has revised its disclosure on
pages 69 and 192 of Amendment No. 3.
General
8. We note your disclosure in response to comment
20, including the amended disclosure in footnote 3 on page 5 that the maximum redemption
scenario "[a]ssumes that 4,312,774 shares of Anzu common stock, or 100% of public shares
outstanding are redeemed, of which 4,300,000 shares are recycled by Meteora Parties, and
86,000 shares are issued to Meteora Parties as 2% share consideration." Please clarify
the meaning of "are recycled" as it is used in this disclosure.
Response: In
response to the Staff’s comment, the Registrant respectfully advises the Staff that the Registrant has amended its disclosure
on pages 5, 61, 140, and 245 of Amendment No. 3.
****
U.S. Securities and Exchange Commission
August 23, 2023
Page Six
The Registrant respectfully believes that the
information contained herein and the modifications reflected in Amendment No. 3 are responsive to the Staff’s comments. Should
you have any further questions or comments regarding the captioned filings and/or this letter, please direct them to me at (202) 887-1554.
Very truly yours,
/s/ David P. Slotkin
Name: David P. Slotkin
cc: Dr. Whitney Haring-Smith, Chairman and Chief Executive Officer, Anzu
Special Acquisition Corp I
Daniel J. Hirsch, Chief Financial Officer, Corporate Secretary and Director, Anzu Special
Acquisition Corp I
Justin R. Salon, Morrison & Foerster LLP
Andrew P. Campbell, Morrison & Foerster LLP