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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

Date
September 12, 2023
Author
/s/ David P. Slotkin
Form
CORRESP
Company
Envoy Medical, Inc. (COCH, COCHW) (CIK 0001840877)

Letter

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

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.

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