Correspondence 0001104659-23-100183 from Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877) (COCH)
Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877)
Date: Sept. 12, 2023 · CIK: 0001840877 · Accession: 0001104659-23-100183
AI Filing Summary & Sentiment
File numbers found in text: 333-271920
Referenced dates: September 12, 2023
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CORRESP
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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.
September 12, 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. 4 to Registration Statement on Form S-4
Filed September 5, 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 September
12, 2023, related to the Registrant’s Amendment No. 4 (“Amendment No. 4”) to its registration statement on Form
S-4 (the “Registration Statement”), which was filed on September 5, 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. 5 to the Registration Statement (“Amendment No. 5”),
which was filed on the date hereof. In addition, we are also delivering a copy of Amendment No. 5 to the Staff marked to show changes
from Amendment No. 4 to Amendment No. 5. Unless otherwise indicated, page references in the Staff’s comments and headings below
refer to Amendment No. 4, the Registrant’s responses below refer to Amendment No. 5 and capitalized terms have the same meaning
as contained in Amendment No. 5.
U.S. Securities and Exchange Commission
September 12, 2023
Page Two
Amendment No. 4 to Registration Statement on Form S-4 Filed September
5, 2023
The Anzu Board's Reasons for the Business Combination,
page 167
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.
Response: In response to the Staff’s
comment, the Registrant respectfully advises the Staff that it has revised its disclosure beginning on page 169
of Amendment No. 5.
****
U.S. Securities and Exchange Commission
September 12, 2023
Page Three
The Registrant respectfully
believes that the information contained herein and the modifications reflected in Amendment No. 5 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