SecProbe.io

CORRESP
 1
 filename1.htm

 ENVOY MEDICAL,
INC.
 4875 White Bear Lake Parkway
White Bear Lake, MN 55110

 VIA EDGAR

 February 9, 2026

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re: Envoy Medical, Inc.|
Registration Statement on Form S-1, as amended
File Number: 333- 292260

 Ladies and Gentlemen:

 On behalf of Envoy Medical, Inc., the undersigned
respectfully requests that the above-referenced registration statement be declared effective at 5:15 p.m. Eastern Time on Tuesday, February
10, 2026, or as soon as practicable thereafter.

 Sincerely,

 ENVOY MEDICAL, INC.

 By:
 /s/ Brent Lucas

 Brent Lucas

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 February 9, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street NE

 Washington, D.C. 20549

 Re:
 Envoy Medical, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-292260

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), H.C. Wainwright & Co., LLC ("Wainwright"),
as placement agent on a best-efforts basis, hereby joins Envoy Medical, Inc. in requesting that the Securities and Exchange Commission
take appropriate action to cause the Registration Statement on Form S-1, as amended (File No. 333-292260) (the "Registration Statement"),
to become effective on Tuesday, February 10, 2026, at 5:15 p.m., Eastern Time, or as soon as practicable thereafter. Wainwright affirms
that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration
Statement.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:
 /s/ Edward Silvera

 Name:
 Edward Silvera

 Title:
 Co-Chief Executive Officer

CORRESP
 1
 filename1.htm

 ENVOY MEDICAL,
INC.

 4875 White Bear Lake Parkway

 White Bear Lake, MN 55110

 December 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Robert Augustin

 Re: Envoy Medical, Inc.
Registration Statement on Form S-1
File Number: 333- 290927

 Dear Mr. Augustin:

 On behalf of Envoy Medical, Inc., the undersigned
respectfully requests that the above-referenced registration statement be declared effective at 4:00 p.m., Washington, D.C. time, on December 30,
2025, or as soon thereafter as is practicable.

 Sincerely,

 ENVOY MEDICAL, INC.

 By:
 /s/ Brent Lucas

 Brent Lucas

 Chief Executive Officer

September 2, 2025
Brent Lucas
Chief Executive Officer
Envoy Medical, Inc.
4875 White Bear Parkway
White Bear Lake, MN 55110
Re:Envoy Medical, Inc.
Draft Registration Statement on Form S-1
Submitted August 27, 2025
CIK No. 0001840877
Dear Brent Lucas:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Andrew M. Nick, Esq.

CORRESP
1
filename1.htm

ENVOY MEDICAL, INC.

4875 White Bear Lake Parkway

White Bear Lake, MN 55110

October 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Benjamin Richie

Re:  Envoy Medical, Inc.

    Registration Statement on Form S-3

    File Number: 333-282474

Dear Mr. Richie:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
Envoy Medical, Inc. requests acceleration of the effective date of the above-referenced Registration Statement so that the same shall
become effective as of 4:00 p.m. Eastern Time on October 21, 2024, or as soon thereafter as possible.

    Sincerely,

    ENVOY MEDICAL, INC.

    By:
    /s/ David R. Wells

    David R. Wells

    Chief Financial Officer

October 10, 2024
Brent T. Lucas
Chief Executive Officer
Envoy Medical, Inc.
4875 White Bear Lake Parkway
White Bear Lake, MN 55110
Re:Envoy Medical, Inc.
Registration Statement on Form S-3
Filed October 3, 2024
File No. 333-282474
Dear Brent T. Lucas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Andrew M. Nick

CORRESP
1
filename1.htm

ENVOY MEDICAL, INC.

4875 White Bear Parkway

White Bear Lake, MN 55110

April 30, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, DC 20549

Attention: Juan Grana and Margaret Sawicki

 Re: Envoy Medical, Inc.

Registration Statement on Form S-1

File No. 333-276590

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Envoy Medical, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the registration statement
on Form S-1, as amended (File No. 333-276590) (the “Registration Statement”), to 4:05 p.m., Eastern Time, on May
2, 2024, or as soon as practicable thereafter.

We understand that the
Staff will consider this request as confirmation by the Registrant of its awareness of its responsibilities under the federal securities
laws as they relate to the issuance of the securities covered by the Registration Statement. Once the Registration Statement has
been declared effective, please orally confirm that event with our counsel, Morrison & Foerster LLP, by calling David P. Slotkin at
(202) 887-1554.

    Very truly yours,

Envoy Medical, Inc.

    By:
    /s/ Brent T. Lucas

    Name: Brent T. Lucas
Title: Chief Executive Officer

  cc:
  David R. Wells, Chief Financial Officer

      Envoy Medical, Inc.

David P. Slotkin

Andrew P. Campbell

      Morrison & Foerster LLP

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.

February 14, 2024

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: Juan Grana and Margaret Sawicki

Re: Envoy Medical, Inc.

Registration Statement on Form S-1

Filed January 18, 2024

File No. 333-276590

Dear Mr. Grana and Ms. Sawicki:

On behalf of our client, Envoy Medical, Inc. (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 January
29, 2024, related to the Registrant’s registration statement on Form S-1 (the “Registration Statement”), which
was filed on January 18, 2024.

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 (“Amendment No. 1”),
which was filed on the date hereof. 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 Amendment No. 1 and capitalized terms have the same meaning
as contained in Amendment No. 1.

U.S. Securities and Exchange Commission

February 14, 2024

Page Two

Risk Factors

Risks Relating to Our Class A Common Stock and Warrants

The sale of all of the securities registered for issuance and
resale hereunder and future sales of substantial amounts of our securities..., page 6

 1. Please revise to disclose here the purchase price of the securities being registered for resale.

Response: In response to the Staff’s comment, the Registrant
respectfully advises the Staff that it has revised its disclosure on pages 11-12 of Amendment No. 1.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations of Envoy Medical, Inc.

Overview, page 57

 2. We note your disclosure elsewhere that your warrants are "out of the money," which means that the trading price of
the shares underlying the warrants is below the exercise price and that as such, you do not expect warrantholders to exercise their warrants
and, therefore, do not expect to receive cash proceeds from any such exercise. We also note that 55.3% of the total shares of Class A
Common Stock then outstanding were redeemed in connection with the business combination. Please revise your MD&A to disclose the exercise
prices of the warrants compared to the market price of the underlying securities and the likelihood that warrant holders will not exercise
their warrants. As applicable, in light of the significant number of redemptions and the unlikelihood that the company will receive significant
proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price
of the Class A common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position
since the business combination. We note that you "may seek to raise any necessary additional capital through a combination of public
or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution
arrangements." If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s
ability to raise additional capital. Please also revise your cover page to describe the impact of the warrants being out of the money
and significant redemptions in connection with the business combination on your liquidity, and update the discussion on the ability of
your company to fund your operations on a prospective basis with your current cash on hand.

Response: In response to the Staff’s comment, the Registrant
respectfully advises the Staff that it has revised its disclosure on the cover page and pages 64-65 and 70-71 of Amendment No. 1.

U.S. Securities and Exchange Commission

February 14, 2024

Page Three

 3. Please expand your discussion here, similar to your disclosure on the cover page, to reflect the fact that this offering involves
the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s
common stock. Your discussion should highlight the fact that Glen A. Taylor, who beneficially owns 10,290,049 shares, or 52.6%, of your
Class A Common Stock and 1,000,000 shares, or 22.2%, of your Series A Preferred Stock, and your Sponsor, who beneficially owns 2,000,000
shares (1,000,000 of which remain unvested and subject to forfeiture), or 10.2%, of your Class A Common Stock and 3,500,000 shares, or
77.8%, of your Series A Preferred Stock, will each be able to sell all of their shares for so long as the registration statement of which
this prospectus forms a part is available for use.

Response: In response to the Staff’s comment, the Registrant
respectfully advises the Staff that it has revised its disclosure on pages 70-71 of Amendment No. 1.

General

 4. Revise your prospectus to highlight any differences in the current trading price, the prices that each of the selling securityholders
acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Please also disclose
the potential profit that each of the selling securityholders will earn based on the current trading price of your securities.

Response: In response to the Staff’s comment, the Registrant
respectfully advises the Staff that it has revised its disclosure on the cover page and pages 7-9, 11-12, 64-65 and 70-71 of Amendment
No. 1.

****

U.S. Securities and Exchange Commission

February 14, 2024

Page Four

The Registrant respectfully
believes that the information contained herein and the modifications reflected in Amendment No. 1 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: Brent T. Lucas, Chief Executive Officer, Envoy Medical, Inc.

  Andrew P. Campbell, Morrison & Foerster
LLP

United States securities and exchange commission logo
January 29, 2024
Brent T. Lucas
Chief Executive Officer
Envoy Medical, Inc.
4875 White Bear Parkway
White Bear Lake, MN 55110
Re:Envoy Medical, Inc.
Registration Statement on Form S-1
Filed January 18, 2024
File No. 333-276590
Dear Brent T. Lucas:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Risk Factors
Risks Relating to Our Class A Common Stock and Warrants
The sale of all of the securities registered for issuance and resale hereunder and future sales of
substantial amounts of our securities..., page 6
1.Please revise to disclose here the purchase price of the securities being registered for
resale.

 FirstName LastNameBrent T. Lucas
 Comapany NameEnvoy Medical, Inc.
 January 29, 2024 Page 2
 FirstName LastName
Brent T. Lucas
Envoy Medical, Inc.
January 29, 2024
Page 2
Management's Discussion And Analysis Of Financial Condition And Results Of Operations Of
Envoy Medical, Inc.
Overview, page 57
2.We note your disclosure elsewhere that your warrants are "out of the money," which
means that the trading price of the shares underlying the warrants is below the exercise
price and that as such, you do not expect warrantholders to exercise their warrants and,
therefore, do not expect to receive cash proceeds from any such exercise. We also note
that 55.3% of the total shares of Class A Common Stock then outstanding were redeemed
in connection with the business combination. Please revise your MD&A to disclose the
exercise prices of the warrants compared to the market price of the underlying securities
and the likelihood that warrant holders will not exercise their warrants. As applicable, in
light of the significant number of redemptions and the unlikelihood that the company will
receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. We note that you "may seek
to raise any necessary additional capital through a combination of public or private equity
offerings, debt financings, collaborations, strategic alliances, licensing arrangements and
other marketing and distribution arrangements." If the company is likely to have to seek
additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital. Please also revise your cover page to describe the impact of the
warrants being out of the money and significant redemptions in connection with the
business combination on your liquidity, and update the discussion on the ability of your
company to fund your operations on a prospective basis with your current cash on hand.
3.Please expand your discussion here, similar to your disclosure on the cover page, to reflect
the fact that this offering involves the potential sale of a substantial portion of shares for
resale and discuss how such sales could impact the market price of the company’s
common stock. Your discussion should highlight the fact that Glen A. Taylor, who
beneficially owns 10,290,049 shares, or 52.6%, of your Class A Common Stock and
1,000,000 shares, or 22.2%, of your Series A Preferred Stock, and your Sponsor, who
beneficially owns 2,000,000 shares (1,000,000 of which remain unvested and subject to
forfeiture), or 10.2%, of your Class A Common Stock and 3,500,000 shares, or 77.8%, of
your Series A Preferred Stock, will each be able to sell all of their shares for so long as the
registration statement of which this prospectus forms a part is available for use.
General
4.Revise your prospectus to highlight any differences in the current trading price, the prices
that each of the selling securityholders acquired their shares and warrants, and the price
that the public securityholders acquired their shares and warrants. Please also disclose the
potential profit that each of the selling securityholders will earn based on the current
trading price of your securities.

 FirstName LastNameBrent T. Lucas
 Comapany NameEnvoy Medical, Inc.
 January 29, 2024 Page 3
 FirstName LastName
Brent T. Lucas
Envoy Medical, Inc.
January 29, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at 202-551-7153 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       David P. Slotkin

CORRESP
1
filename1.htm

Mr. Richie:

As discussed, on behalf of our client, Anzu Special Acquisition Corp.
I, attached are proposed changes to the Anzu Board Reasons for the Merger in response to comment 1 in the Staff’s letter dated
September 12, 2023.  We look forward to your response at your earliest convenience.

Best regards,

David

David Slotkin

Partner | Morrison & Foerster LLP

2100 L Street, NW, Suite 900 | Washington, DC 20037

P: (202) 887-1554

C: (202) 361-1829

mofo.com | LinkedIn

CORRESP
1
filename1.htm

ANZU SPECIAL ACQUISITION
CORP I

12610 Race Track Road,
Suite 250

Tampa, Florida 33626

September 13, 2023

VIA EDGAR

Benjamin Richie

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Anzu Special Acquisition Corp I

Registration Statement
on Form S-4 (File No. 333-271920)

Dear Mr. Richie:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Anzu Special Acquisition Corp I (the “Registrant”) hereby requests acceleration of effectiveness
of its registration statement on Form S-4 (File No. 333-271920) to 4:05 p.m., Eastern Time, on September 14, 2023
or as soon as practicable thereafter.

The Registrant requests that it be notified of
such effectiveness by a telephone call to David P. Slotkin, the Company’s counsel at Morrison & Forester LLP, at (202)
887-1554.

    Very truly yours,

Anzu Special Acquisition Corp I

    By:
    /s/ Daniel J. Hirsch

    Name:
    Daniel J. Hirsch

    Title:
    Chief Financial Officer

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

United States securities and exchange commission logo
September 12, 2023
Dr. Whitney Haring-Smith
Chief Executive Officer
Anzu Special Acquisition Corp I
12610 Race Track Road, Suite 250
Tampa, FL 33626
Re:Anzu Special Acquisition Corp I
Amendment No. 4 to Registration Statement on Form S-4
Filed September 5, 2023
File No. 333-271920
Dear Dr. Whitney Haring-Smith:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 1, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
The Anzu Board's Reasons for the Business Combination, page 211
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.

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 September 12, 2023 Page 2
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
September 12, 2023
Page 2
            You may contact Christie Wong at 202-551-3684 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       David Slotkin

United States securities and exchange commission logo
September 1, 2023
Dr. Whitney Haring-Smith
Chief Executive Officer
Anzu Special Acquisition Corp I
12610 Race Track Road, Suite 250
Tampa, FL 33626
Re:Anzu Special Acquisition Corp I
Amendment No. 3 to Registration Statement on Form S-4
Filed August 24, 2023
File No. 333-271920
Dear Dr. Whitney Haring-Smith:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 18, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed August 24, 2023
Management's Discussion And Analysis of Financial Condition And Results Of Operations of
Anzu, page 190
1.Please present the results of operations analysis for years ended December 31, 2022 vs
December 31, 2021.
The Anzu Board's Reasons for the Business Combination, page 224
2.We note your revised disclosure in response to comment 5, including your disclosure that
"[t]he Anzu Board considered a range of scenarios, with assumptions around Envoy’s
market share of cochlear implants and potential revenue in future years and the multiple of
revenue at which Envoy might trade."  Please disclose the "range of scenarios"

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 September 1, 2023 Page 2
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
September 1, 2023
Page 2
considered, including the specific, underlying assumptions.  Please also revise your
disclosure to further describe the comparable companies analysis considered by the board,
including how the board arrived at a valuation of "less than 5% of Cohclear Ltd."  Your
disclosure should include a discussion of how the board considered the revenues,
earnings, and market capitalizations of the named comparable companies, including
relevant assumptions, and how the company arrived at these assumptions.  For example,
disclose how the board determined that Envoy was valued at a similar revenue multiple to
Cochlear, and how the board arrived at this revenue multiple.
            You may contact Christie Wong at 202-551-3684 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       David Slotkin

CORRESP
1
filename1.htm

September 1, 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. 3 to Registration Statement on Form S-4

Filed August 24, 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 1,
2023, related to the Registrant’s Amendment No. 3 (“Amendment No. 3”) to its registration statement
on Form S-4 (the “Registration Statement”), which was filed on August 24, 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. 4 to the Registration Statement (“Amendment No. 4”),
which was filed on the date hereof. In addition, we are also delivering a copy of Amendment No. 4 to the Staff marked to show changes
from Amendment No. 3 to Amendment No. 4. Unless otherwise indicated, page references in the Staff’s comments and
headings below refer to Amendment No. 3, the Registrant’s responses below refer to Amendment No. 4 and capitalized terms
have the same meaning as contained in Amendment No. 4.

U.S. Securities and Exchange Commission

September 1, 2023

Page Two

Amendment No. 3 to Registration Statement on Form S-4
Filed August 24, 2023

Management's Discussion And Analysis of Financial Condition And
Results Of Operations of Anzu, page 190

 1. Please present the results of operations analysis for years ended December 31, 2022 vs December 31, 2021.

Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that it has revised its disclosure on pages
181 and 182 of Amendment No. 4.

The Anzu Board's Reasons for the Business Combination,
page 224

 2. We note your revised disclosure in response to comment 5, including your disclosure that "[t]he Anzu Board considered a
range of scenarios, with assumptions around Envoy’s market share of cochlear implants and potential revenue in future years and
the multiple of revenue at which Envoy might trade." Please disclose the "range of scenarios" considered, including the
specific, underlying assumptions. Please also revise your disclosure to further describe the comparable companies analysis considered
by the board, including how the board arrived at a valuation of "less than 5% of Cohclear Ltd." Your disclosure should include
a discussion of how the board considered the revenues, earnings, and market capitalizations of the named comparable companies, including
relevant assumptions, and how the company arrived at these assumptions. For example, disclose how the board determined that Envoy was
valued at a similar revenue multiple to Cochlear, and how the board arrived at this revenue multiple.

Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that it has revised its disclosure beginning on
page 167 of Amendment No. 4.

****

U.S. Securities and Exchange Commission

September 1, 2023

Page Three

The Registrant respectfully believes that the
information contained herein and the modifications reflected in Amendment No. 4 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

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.

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

United States securities and exchange commission logo
August 18, 2023
Dr. Whitney Haring-Smith
Chief Executive Officer
Anzu Special Acquisition Corp I
12610 Race Track Road, Suite 250
Tampa, FL 33626
Re:Anzu Special Acquisition Corp I
Amendment No. 2 to Registration Statement on Form S-4
Filed August 4, 2023
File No. 333-271920
Dear Dr. Whitney Haring-Smith:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 28, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
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.
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,

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 August 18, 2023 Page 2
 FirstName LastNameDr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
August 18, 2023
Page 2
including any negotiations or analysis that led to these agreements remaining in full force
and effect, notwithstanding the termination of the Legacy Forward Purchase 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.
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.
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

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 August 18, 2023 Page 3
 FirstName LastNameDr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
August 18, 2023
Page 3
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.
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.
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.

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 August 18, 2023 Page 4
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
August 18, 2023
Page 4
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.
            You may contact Christie Wong at 202-551-3684 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       David Slotkin

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.

August 4, 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. 1 to Registration Statement on Form S-4

Filed June 30, 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 July 28,
2023, related to the Registrant’s Amendment No. 1 (“Amendment No. 1”) to its registration statement
on Form S-4 (the “Registration Statement”), which was filed on June 30, 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. 2 to the Registration Statement (“Amendment No. 2”),
which was filed on the date hereof. In addition, we are also delivering a copy of Amendment No. 2 to the Staff marked to show changes
from Amendment No. 1 to Amendment No. 2. Unless otherwise indicated, page references in the Staff’s comments and
headings below refer to Amendment No. 1, the Registrant’s responses below refer to Amendment No. 2 and capitalized terms
have the same meaning as contained in Amendment No. 2.

U.S. Securities and Exchange Commission

August 4, 2023

Page Two

Amendment No. 1 to Registration Statement on Form S-4
Filed June 30, 2023

Q. Will Anzu enter into any financing arrangements in connection
with the Business Combination?, page xiv

 1. We note your amended disclosure in response to comment 2. Please briefly describe the “certain customary adjustments in
the event of certain events affecting the price of the New Envoy Class A Common Stock."

Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that it has revised
its disclosure on pages xvii, 65, 104 and 277 of Amendment No. 2 to describe the customary adjustments and any material events
that would affect the price of the New Envoy Class A Common Stock.

Interests of the Sponsor and Anzu’s Directors and Officers
in the Business Combination, page 11

 2. We note your response to previous comment 25, but we are not persuaded by your response. Please provide your analysis of how
purchases under your forward purchase agreement will comply, and how the extension support agreements described at the bottom of page 11
comply, with Rule 14e-5. Specifically, please provide additional detail explaining how the agreement satisfies the requirement in
the exemption in 14e-5(b)(7)(ii) that the agreement is "unconditional and binding on both parties," given your disclosure
that "[p]ursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to purchase . . . shares
of Anzu Class A Common Stock" (emphasis added). Alternatively, please provide the disclosure required by Tender Offer Compliance
and Disclosure Interpretation 166.01 (March 22, 2022), and ensure that the required conditions are met.

Response:
In response to the Staff’s comment, Registrant respectfully advises the Staff that it has revised its disclosure on pages xvii,
10, 11 and 178 of Amendment No. 2 in relation to the Forward Purchase Agreement to confirm compliance with the conditions set forth
in Tender Offer Compliance and Disclosure Interpretation 166.01.

The Registrant acknowledges the Staff’s
comment regarding compliance with Rule 14e-5 of the Exchange Act with respect to the Extension Support Agreements and respectfully
submits that the Extension Support Agreements are not subject to Rule 14e-5. Neither the Registrant nor an affiliate of the Registrant
is offering to purchase or redeem any securities of the Registrant pursuant to the Extension Support Agreements; rather, the Extension
Support Agreements involve a transaction in which the Sponsor has agreed to transfer a portion of its Anzu Class B Common Stock to
the counterparties as consideration for their agreement not to redeem their respective shares of Anzu Class A Common Stock at the
February Special Meeting, which occurred on February 28, 2023.

U.S. Securities and Exchange Commission

August 4, 2023

Page Three

Risk Factors

Certain of our directors, director nominees and/or officers . .
., page 36

 3. We note your amended disclosure in response to comment 13. Please amend your disclosure to briefly describe the duties or obligations
of the relevant directors with respect to the entities discussed, including fiduciary duties or contractual obligations.

Response:
In response to the Staff’s comment, the Registrant notes that Dave Fabry and Envoy have mutually agreed
that Mr. Fabry will not serve on the New Envoy Board of Directors following closing of the Business Combination. Mr. Fabry is
an executive officer of another hearing health company, which was the primary reason for the prior risk factor addressing service to other
entities with competing interests. The Registrant advises the Staff that it has revised its disclosure on pages 40 and 121 to describe
the risks related to interests of directors and officers of Envoy that differ from the interests of holders of Envoy Common Stock and
to remove Mr. Fabry from the Director Election Proposal.

The Proposed Charter will provide that the Court of Chancery…,
page 80

 4. Please revise this risk factor, and your discussion of the warrant agreement exclusive forum provision on page 251, to
disclose the risks that the exclusive forum provision may both limit a warrant holder's ability to bring a claim and potentially increase
costs for investors to bring a claim.

Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that it has revised
its disclosure on pages 93 and 286 of Amendment No. 2.

Unaudited Pro Forma Condensed Combined Financial Statements, page 129

 5. We note your response to comment 19. Please expand your disclosure to discuss the impact to the financial statements on a pro
forma basis should the working capital loan be converted into warrants.

Response:
The Registrant respectfully directs the Staff to pages 61 and 263 of Amendment No. 2, which states that the Sponsor has agreed
to forego its right to convert up to $1,500,000 of the Working Capital Loans that may be convertible into warrants. However, the Registrant
has revised its disclosure on pages 16, 157 and 198 of Amendment No. 2 in response to the Staff’s comment to clarify that,
pursuant to the Sponsor Support Agreement, the Sponsor agreed to forego its right to convert up to $1,500,000 of such loans that may be
convertible into warrants.

U.S. Securities and Exchange Commission

August 4, 2023

Page Four

 6. We note your response to comment 20, please clarify the reason that the $10 million convertible promissory note with the shareholder
is not presented as a liability on the pro forma balance sheets, given the note will be funded prior to the merger and the maturity date
is December 31, 2025.

Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that it has revised its disclosure on pages 155
and 157 of Amendment No. 2 to clarify why the promissory note is not presented as a liability on the pro forma balance sheets.

Representations, Warranties and Covenants, page 144

 7. We note your amended disclosure in response to comment 22, including "material representations and warranties: …
litigation and actions pending or threated against… Envoy or any settlements related thereto." Given your risk factor disclosure
that Envoy is currently a party to litigation, please clarify the representation or warranty related to litigation and the potential impact,
if any, of the disclosed litigation on the merger agreement.

Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that it has revised its disclosure on page 165
of Amendment No. 2.

 8. We note your amended disclosure on page 144 that the representations and warranties included a representation by Anzu that
there would be at least $43,913,470 in the trust account. Please amend your filing, including your risk factors and background of the
business combination, to disclose this minimum cash condition. In your background discussion, please disclose how the parties arrived
at this minimum cash condition, including any negotiations and relative positions of each party to the merger.

Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that it has revised its disclosure on page 166
of Amendment No. 2 to clarify that Anzu's representation that there would be at least $43,913,470 in the Trust Account was made only
as of the date of the Business Combination Agreement. Anzu has made no representations in the Business Combination Agreement with respect
to amounts in the Trust Account as of the Closing. The Registrant respectfully advises the Staff that there is no minimum cash condition.

U.S. Securities and Exchange Commission

August 4, 2023

Page Five

Background of the Business Combination, page 159

 9. We note your revisions in response to previous comment number 28 and reissue the comment. Please revise your disclosure throughout
this section to include detailed descriptions of negotiations relating to material terms of the business combination and related transactions,
including, but not limited to, the key terms of the PIPE Transaction; the Sponsor Support Agreement, including the Sponsor agreeing to
forfeit certain securities; the proposed Envoy Conversions and the cancellation of outstanding Envoy options for nominal consideration;
the determination to enter into the Forward Purchase Agreement and the key terms of the agreement, including the Shortfall Warrants; the
determination to enter into the Envoy Bridge note and the key terms of the note, including the purpose of the note and any conflicts of
interest considered; the initial valuation for Envoy of $150.0 million and any related negotiations; the agreements with Key Shareholders;
and the Exchange Offer. In your revised disclosure, please explain the reasons for such agreements and terms, each party's position on
such issues, and how you reached agreement on the final terms and agreements. For example, where you disclose statements such as "[p]rincipal
terms were discussed, including what terms would be acceptable to shareholders for Envoy and Anzu," describe the terms, negotiations,
each party's position on these issues, and ultimately how the parties came to a final agreement. This is one example only, and changes
should be made to your discussion throughout this section.

Response:
In response to the Staff’s Comment, the Registrant advises the staff that it has revised its disclosure on pages 185, 186,
187, 188, 189 190 and 192 to Amendment No. 2.

 10. We note your disclosure in response to comment 33 that Anzu engaged MCRA to conduct diligence with respect to the Acclaim implant
device and its potential for insurance reimbursement. Please disclose whether the Anzu board received a due diligence report from MCRA,
and if so, please provide the information required by Item 4(b) of Form S-4 and Item 1015(b) of Regulation M-A, or tell
us why you do not believe you are required to do so.

Response:
In response to the Staff’s comment, the Registrant respectfully advises the Staff that MCRA’s due diligence review of the
Acclaim implant device and its potential for reimbursement was undertaken in connection with the Registrant’s broader due diligence
review of Envoy. MCRA’s review did not constitute, nor has the Registrant disclosed in the Registration Statement that MCRA delivered,
a report, opinion or appraisal within the meaning of Item 1015(b) of Regulation M-A or Item 4(b) of Form S-4.

U.S. Securities and Exchange Commission

August 4, 2023

Page Six

In connection with its broader due diligence review of Envoy,
the Registrant engaged MCRA for the limited purposes of reviewing the likelihood and potential timing of FDA approval for the Acclaim
implant device and its eligibility for insurance reimbursement based on materials provided by Envoy. Although MCRA produced a summary
of its review in connection therewith, which was shared by Anzu Management with the Anzu Board, MCRA was not engaged to deliver, nor did
it deliver, any report, opinion or appraisal relating to the value of Envoy, the value of the consideration offered in connection with
the business combination or the fairness of the consideration offered in the business combination to the Registrant, any affiliate or
any security holder of the Registrant. Moreover, given the limited nature of MCRA’s engagement, MCRA did not review, and was not
informed of the terms of, the Business Combination Agreement entered into in connection with the business combination or the implied valuation
of Envoy. MCRA made no recommendations regarding the value of Envoy, whether the Registrant should or should not proceed with the business
combination with Envoy, or otherwise produce any materials relating to the fairness of the business combination. As a result of the foregoing,
the Registrant respectfully submits that the requirements of Item 1015(b) of Regulation M-A and Item 4(b) of Form S-4 are
not applicable to the summary diligence materials prepared by MCRA. Accordingly, the Registrant respectfully advises that, although the
MCRA diligence summary was delivered to the Board, it is not required to provide the disclosure requested by the Staff.

Side Letters with Legacy Forward Purchasers, page 159

 11. We note your amended disclosure in response to comment 27, including that "[n]otwithstanding the termination of the Legacy
Forward Purchase Agreements described above, the side letter agreements between Anzu and the Legacy Forward Purchasers remain in full
force and effect as of the date of this proxy statement/prospectus." Please clarify the purpose of the side letter agreements, including
why these agreements remain in full force and effect notwithstanding the termination of the Legacy Forward Purchase Agreements. Please
also file the side letter agreements as exhibits to your registration statement or tell us why you believe you are not required to do
so.

Response:
The Registrant respectfully advises the Staff that the Registrant’s Sponsor, not the Registrant itself, is a party to the side letters
executed in connection with the Legacy Forward Purchase Agreements. Accordingly, the Registrant respectfully submits to the Staff that
it is not required to file the side letter agreements with the Registration Statement. The Registrant has revised its disclosure on pages 16,
180, 181 and 182 of Amendment No. 2 to clarify that the Registrant is not a party to the Legacy Forward
Purchase Agreements.

U.S. Securities and Exchange Commission

August 4, 2023

Page Seven

The Anzu Board's Reasons for the Business Combination, page 167

 12. We note your response to previous comment 34 and

United States securities and exchange commission logo
July 28, 2023
Dr. Whitney Haring-Smith
Chief Executive Officer
Anzu Special Acquisition Corp I
12610 Race Track Road, Suite 250
Tampa, FL 33626
Re:Anzu Special Acquisition Corp I
Amendment No. 1 to Registration Statement on Form S-4
Filed June 30, 2023
File No. 333-271920
Dear Dr. Whitney Haring-Smith:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 13, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 Filed June 30, 2023
Q. Will Anzu enter into any financing arrangements in connection with the Business
Combination?, page xiv
1.We note your amended disclosure in response to comment 2.  Please briefly describe the
"ertain customary adjustments in the event of certain events affecting the price of the New
Envoy Class A Common Stock."
Interests of the Sponsor and Anzu's Directors and Officers in the Business Combination, page 11
2.We note your response to previous comment 25, but we are not persuaded by your
response.  Please provide your analysis of how purchases under your forward purchase
agreement will comply, and how the extension support agreements described at the

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 July 28, 2023 Page 2
 FirstName LastNameDr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
July 28, 2023
Page 2
bottom of page 11 comply, with Rule 14e-5.  Specifically, please provide additional detail
explaining how the agreement satisfies the requirement in the exemption in 14e-5(b)(7)(ii)
that the agreement is "unconditional and binding on both parties," given your disclosure
that "[p]ursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not
obligated, to purchase . . . shares of Anzu Class A Common Stock" (emphasis added).
Alternatively, please provide the disclosure required by Tender Offer Compliance and
Disclosure Interpretation 166.01 (March 22, 2022), and ensure that the required conditions
are met.
Risk Factors
Certain of our directors, director nominees . . ., page 36
3.We note your amended disclosure in response to comment 13.  Please amend your
disclosure to briefly describe the duties or obligations of the relevant directors with
respect to the entities discussed, including fiduciary duties or contractual obligations.
The Proposed Charter will provide that the Court of Chancery . . ., page 80
4.Please revise this risk factor, and your discussion of the warrant agreement exclusive
forum provision on page 251, to disclose the risks that the exclusive forum provision
may both limit a warrant holder's ability to bring a claim and potentially increase costs for
investors to bring a claim.
Unaudited Pro Forma Condensed Combined Financial Statements, page 129
5.We note your response to comment 19.  Please expand your disclosure to discuss the
impact to the financial statements on a pro forma basis should the working capital loan be
converted into warrants.
6.We note your response to comment 20, please clarify the reason that the $10 million
convertible promissory note with the shareholder is not presented as a liability on the pro
forma balance sheets, given the note will be funded prior to the merger and the maturity
date is December 31, 2025.
Representations, Warranties, and Covenants, page 144
7.We note your amended disclosure in response to comment 22, including "material
representations and warranties: . . . litigation and actions pending or threated against . . .
Envoy or any settlements related thereto."  Given your risk factor disclosure that Envoy is
currently a party to litigation, please clarify the representation or warranty related to
litigation and the potential impact, if any, of the disclosed litigation on the merger
agreement.
8.We note your amended disclosure on page 144 that the representations and warranties
included a representation by Anzu that there would be at least $43,913,470 in the
trust account.  Please amend your filing, including your risk factors and background of the

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 July 28, 2023 Page 3
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
July 28, 2023
Page 3
business combination, to disclose this minimum cash condition.  In your background
discussion, please disclose how the parties arrived at this minimum cash condition,
including any negotiations and relative positions of each party to the merger.
Background of the Business Combination, page 159
9.We note your revisions in response to previous comment number 28 and reissue the
comment.  Please revise your disclosure throughout this section to include detailed
descriptions of negotiations relating to material terms of the business combination and
related transactions, including, but not limited to, the key terms of the PIPE Transaction;
the Sponsor Support Agreement, including the Sponsor agreeing to forfeit certain
securities; the proposed Envoy Conversions and the cancellation of outstanding Envoy
options for nominal consideration; the determination to enter into the Forward Purchase
Agreement and the key terms of the agreement, including the Shortfall Warrants; the
determination to enter into the Envoy Bridge note and the key terms of the note, including
the purpose of the note and any conflicts of interest considered; the initial valuation for
Envoy of $150.0 million and any related negotiations; the agreements with Key
Shareholders; and the Exchange Offer.  In your revised disclosure, please explain the
reasons for such agreements and terms, each party's position on such issues, and how you
reached agreement on the final terms and agreements.  For example, where you disclose
statements such as "[p]rincipal terms were discussed, including what terms would be
acceptable to shareholders for Envoy and Anzu," describe the terms, negotiations, each
party's position on these issues, and ultimately how the parties came to a final agreement.
This is one example only, and changes should be made to your discussion throughout this
section.
10.We note your disclosure in response to comment 33 that Anzu engaged MCRA to conduct
diligence with respect to the Acclaim implant device and its potential for insurance
reimbursement.  Please disclose whether the Anzu board received a due diligence report
from MCRA, and if so, please provide the information required by Item 4(b) of Form S-4
and Item 1015(b) of Regulation M-A, or tell us why you do not believe you are required
to do so.
Side Letters with Legacy Forward Purchasers, page 159
11.We note your amended disclosure in response to comment 27, including that
"[n]otwithstanding the termination of the Legacy Forward Purchase Agreements described
above, the side letter agreements between Anzu and the Legacy Forward Purchasers
remain in full force and effect as of the date of this proxy statement/prospectus."  Please
clarify the purpose of the side letter agreements, including why these agreements remain
in full force and effect notwithstanding the termination of the Legacy Forward Purchase
Agreements.  Please also file the side letter agreements as exhibits to your registration
statement or tell us why you believe you are not required to do so.

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 July 28, 2023 Page 4
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
July 28, 2023
Page 4
The Anzu Board's Reasons for the Business Combination, page 167
12.We note your response to previous comment 34 and reissue in part.  Please amend your
disclosure to describe the Board's reasoning in deciding to forego obtaining a fairness
opinion and describe the relevant expertise of the board members.  Also, please identify
the management and financial, legal, tax and accounting advisors consulted by
management to the extent any differ from those discussed in the Background of the
Business Combination section.
13.We note the your revisions in response to previous comment 35, including that the Anzu
Board considered, among other factors, the revenues, earnings and market capitalizations
of the incumbent competitors currently selling partially-implanted medical devices, and
the capture of market share by analogous medical device companies.  Please revise to
describe the Board's methodology for identifying comparable companies and describe the
analyses performed to arrive at the valuation of Envoy.  Additionally, please remove the
reference to other public listing transactions and their valuation methods or explain how
the valuations of these other companies are relevant to Envoy's valuation.  Finally, please
clarify why the opportunity for holders of Anzu Class A Common Stock to exchange their
shares for Series A Preferred Stock provided additional comfort that the valuation of
Envoy was reasonable.
14.We note your disclosure referencing "[t]hird party diligence providers" and industry-
relevant consultants, including that these entities provided diligence regarding the
potential timing for FDA approval and reimbursement.  Please revise to identify these
providers.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Anzu
Liquidity and Capital Resources, page 180
15.We note your response to comment 37, including your amended disclosure that "following
industry developments, one of the two underwriters from our initial public offering
unconditionally resigned and $4,462,500 of the $14,875,000 deferred underwriter discount
was forgiven.  In February 2023, the remaining underwriter resigned from its role in the
Business Combination and thereby waived its entitlement to $10,412,500 in deferred
underwriting fees solely with respect to the Business Combination."  Please identify the
relevant underwriters in your disclosure and provide a detailed discussion of the reasons
underlying the resignation of both of these underwriters, including the "industry
developments" that caused one of the two underwriters to resign, and the reasons
underlying the resignation of the second underwriter.  In your discussion, and where
appropriate throughout your registration statement, please address the following:

•We understand that the underwriters in your SPAC IPO intend to waive the deferred
underwriting commissions that would otherwise be due to them upon the closing of

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 July 28, 2023 Page 5
 FirstName LastNameDr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
July 28, 2023
Page 5
the business combination.  Please disclose how this waiver was obtained, why the
waiver was agreed to, and clarify the SPAC’s current relationship with the
underwriters.

•Please describe what relationship existed between the underwriters and Anzu after the
close of the IPO, including any financial or merger-related advisory services
conducted by the underwriters.  For example, clarify whether the underwriters had
any role in the identification or evaluation of business combination targets.

•Tell us whether the underwriters were involved in the preparation of any disclosure
that is included in the Form S-4 registration statement, including any analysis
underlying disclosure in the registration statement.  If so, clarify their involvement,
whether they have retracted any work product associated with the transaction, and the
risk of such withdrawal and reliance on their expertise.  Further, please clarify that
whether the underwriters claim no role in the SPAC’s business combination
transaction and whether the underwriters have affirmatively disclaimed any
responsibility for any of the disclosure in this registration statement.

•Please tell us whether you are aware of any disagreements with the
underwriters regarding the disclosure in your registration statement.  Further, please
add risk factor disclosure that clarifies that the underwriters were to be compensated,
in part, on a deferred basis for its underwriting services in connection with the SPAC
IPO and such services have already been rendered, yet the underwriters are waiving
such fees.  Clarify the unusual nature of such a fee waiver and the impact of it on the
evaluation of the business combination.

•Disclose whether the underwriters provided you with any reasons for the fee waiver.
If there was no dialogue and you did not seek out the reasons why the
underwriters were waiving deferred fees, despite already completing their services,
please indicate so in your registration statement.  Further, revise the risk factor
disclosure to explicitly clarify that the underwriters have performed all their
obligations to obtain the fee and therefore is gratuitously waiving the right to be
compensated.
Acclaim's Market Opportunity, page 188
16.We note your revisions throughout this section in response to previous comment 38 and
reissue in part.  Please provide a citation to the referenced articles and, at each source's
first instance, include language summarizing the material conclusions of such literature.
With regard to citations, footnotes may be useful.
17.We note your response to comment 39, and your amended disclosure in response to the
comment that "although the process of obtaining FDA approval is uncertain, and we may
not obtain approval on that timeline or at all; and "FDA approval is not guaranteed and

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 July 28, 2023 Page 6
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
July 28, 2023
Page 6
each step of the process may take longer than we have planned."  Please amend your
disclosure, here and throughout the description of Envoy's business and market
opportunity, to provide a detailed discussion of the challenges you face in corporate
growth, distribution capabilities and partnerships, and product development, if regulatory
approvals are delayed or not received.  This disclosure should balance your prominent
discussions of your device's competitive strengths.
Market Competition, page 189
18.We note your disclosure here that Cochlear Ltd. is the leading cochlear implant device
manufacturer with approximately 60% of global market share, and your disclosure that
"[w]hile there is some overlap between hearing aid and cochlear implant use, candidates
for cochlear implants are no longer appropriate hearing aid candidates.  As a result, we
believe the competition between hearing aid and cochlear implant manufacturers for the
same clinical patient population is minimal."  Given your disclosure that Cochlear Ltd. is
a cochlear implant device manufacturer, please clarify the relevance of your above
statement about hearing aids.  In addition, please describe your competitive position with
respect to the other of the "three major cochlear implant manufacturers."
General
19.Where appropriate throughout your filing, including but not limited to your risk factors,
please disclose certain interests of the Envoy directors and officers, to include, but not
limited to, a reference to the GAT Convertible Note, including that this note will convert
into 74.8 million shares of Envoy common stock immediately prior to

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

United States securities and exchange commission logo
June 13, 2023
Dr. Whitney Haring-Smith
Chief Executive Officer
Anzu Special Acquisition Corp I
12610 Race Track Road, Suite 250
Tampa, FL 33626
Re:Anzu Special Acquisition Corp I
Registration Statement on Form S-4
Filed May 15, 2023
File No. 333-271920
Dear Dr. Whitney Haring-Smith:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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.
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

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 June 13, 2023 Page 2
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
June 13, 2023
Page 2
aggregate commitment of $10,000,000."  Please highlight the difference, if material, in the
price of these Series A Preferred shares on as as converted basis, compared to the price of
the common shares purchased by Anzu shareholders in Anzu's IPO.
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.
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.
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.

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 June 13, 2023 Page 3
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
June 13, 2023
Page 3
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.
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.
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.
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.
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.

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 June 13, 2023 Page 4
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
June 13, 2023
Page 4
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.
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.
Certain of our directors, director nominees and/or officers . . ., page 33
13.You disclose that "[c]ertain of our directors currently own, operate and manage other
entities, which may have similar or different objectives than ours."  In an appropriate
place in your filing, please identify the relevant director and other entities, and the duties
of each director to the relevant entities.
Risks Related to Regulation and Litigation
Envoy and its directors are defendants in ongoing litigation . . ., page 38
14.Please quantify the extent of your potential liability related to the ongoing litigation, if
material and estimable.  Please also disclose the status of this litigation.
A new 1% U.S. federal excise tax could be imposed on Anzu . . ., page 54
15.We note your disclosure that any redemption or other repurchase that occurs after
December 31, 2022, in connection with the Business Combination, extension vote or
otherwise, including in connection with the Special Meeting, may be subject to the excise
tax.  If applicable, include in your disclosure that the excise tax could reduce the trust
account funds available to pay redemptions.  Also describe the risk that if existing SPAC
investors elect to redeem their shares such that their redemptions would subject the SPAC
to the stock buyback excise tax, the remaining shareholders that did not elect to redeem
may economically bear the impact of the excise tax.

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 June 13, 2023 Page 5
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
June 13, 2023
Page 5
Proposal No. 2 - The Charter Proposal, page 98
16.Please amend your disclosure to briefly describe the "key provisions" referenced by the
"Amendment" provision of the Charter Proposal.
Unaudited Pro Forma Condensed Combined Financial Statements , page 127
17.With respect to Note 3(h), please describe how you determined the value of the 12.5
million of private warrants to be forfeited.
18.You note on page 124 that the Envoy will borrow a Bridge Note of $10 million from GAT
concurrently with the execution and delivery of the Business Combination Agreement.
Contingent upon, and effective concurrently with the PIPE closing, Anzu will issue shares
of Series A Preferred Stock to GAT equal to the outstanding principal of the Envoy
Bridge Note.  Please reflect this transaction in your pro forma financial statements.
19.We note on page F-18 that the 2022 Working Capital Loan is repayable in full upon on the
earlier of (i) March 29, 2023 or (ii) the consummation of the Company’s initial Business
Combination.  Upon the consummation of a Business Combination, the Sponsor shall
have the option to convert the principal balance of the 2022 Working Capital Loan, in
whole or in part, into warrants.  Please address the need to reflect these notes as issued and
then either (i) converted into warrants or (ii) repaid in cash within your pro forma
financial statements.  If there are varying scenarios related to the conversion/repayment of
these notes, address these various scenarios. See Article 1102(a)(10) of Regulation S-X.
20.We note on page F-52 that Envoy Medical Corp drew $5.0 million of the available funds
from the 2012 Convertible Notes in 2013 and subsequently the Company entered into a
convertible promissory note agreement with a shareholder for a principal of $10.0 million
and interest rate of 4.5%. Common Stock.  Please reflect the transactions in the pro forma
financial statements if needed.
The Business Combination Agreement, page 139
21.We note your disclosure that "no person should rely on the representations and warranties
in the Business Combination Agreement or the summaries thereof in this proxy
statement/prospectus as characterizations of the actual state of facts about Envoy, Anzu or
Merger Sub or any other matter."  Please revise to remove any implication that the
Business Combination Agreement and your disclosure of the same does not constitute
public disclosure under the federal securities laws.

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 June 13, 2023 Page 6
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
June 13, 2023
Page 6
Representations, Warranties and Covenants, page 141
22.Your disclosure in this section states that the Business Combination Agreement contains
"customary" representations, warranties, and covenants, and you describe general topics
of representations, warranties, and covenants.  Please tailor your disclosure to your
particular facts and circumstances by describing the specific, material representations,
warranties, and covenants included in your Business Combination Agreement.
Envoy Support Agreements, page 153
23.In an appropriate place in your filing, please identify the Key Shareholders.
Sponsor Support Agreement, page 153
24.Please disclose, as of a recently practicable date, estimates of the current amount of shares
the sponsor would forfeit, the Retained Sponsor Shares, the Expense Excess Shares, and
the Contingent Sponsor shares, or tell us why you believe you are not required to do so.
Forward Share Purchase Agreement, page 154
25.Please provide your analysis of how purchases under your forward purchase
agreement will comply, and how the extension support agreements described at the
bottom of page 11 comply, with Rule 14e-5.  To the extent that you are relying on Tender
Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide
an analysis regarding how it applies to your circumstances.  Revise your disclosure as
appropriate for consistency.
26.Your disclosure includes various defined terms throughout your description of the
Forward Share Purchase Agreement.  For clarity, please quantify or define these terms, as
appropriate, throughout your discussion of the terms of the agreement.
Termination of Legacy Forward Share Purchase Agreements, page 156
27.Please disclose the consequences, if any, to Anzu related to the termination of the legacy
forward share purchase agreements.  Please also clarify whether the side letter forward
purchase agreements were terminated, and any related consequences to Anzu.
Background of the Business Combination, page 156
28.Please revise your disclosure in this section to include descriptions of negotiations relating
to material terms of the business combination and related transactions, including, but not
limited to, the key terms of the PIPE Transaction; the Sponsor Support Agreement,
including the Sponsor agreeing to forfeit certain securities; the proposed Envoy
Conversions and the cancellation of outstanding Envoy options for nominal
consideration; the determination to enter into the Forward Purchase Agreement and the
key terms of the agreement, including the Shortfall Warrants; the determination to enter
into the Envoy Bridge note and the key terms of the note, including the purpose of the

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 June 13, 2023 Page 7
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
June 13, 2023
Page 7
note and any conflicts of interest considered; the initial valuation for Envoy of $150.0
million and any related negotiations; the agreements with Key Shareholders; and the
Exchange Offer.  In your revised disclosure, please explain the reasons for such

745 Seventh Avenue
 New York, NY 10019
 United States

29225864V2 February 14, 2023
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549
Ladies and Gentlemen:
 Re:  Anzu Special Acquisition Corp I (File No.: 001-40133)

 To whom it may concern:
Barclays Capital Inc. (“Barclays”) was informed that Anzu Special Acquisition Corp I (the “Company”)
intends to pursue a business combination with Envoy Medical Corporation  or one of its affiliate(s) (the “Target”) (the “Business Combination”).  Barclays h as not been engaged by the Company, the sponsor or
the Target regarding the Business Combination.  However, because Barclays served as one of the
Company’s underwriters on its initial public offering (the  “IPO”), Barclays will be entitled to its portion of the
back-end fee if the Business Combination is consummated.
Barclays, BofA Securities, Inc. and the Company previo usly entered into an (i) underwriting agreement,
dated March 1, 2021 (the “Underwriting Agreement”) an d (ii) engagement letter dated February 23, 2021
(the “Engagement Letter”), in each case, related to the Company’s IPO that entitles Barclays to a portion of
the Deferred Discount (as defined in the Underwriting Agreement and the Engagement Letter).  Barclays informed the Company that it has waived any rights it has to the Deferred Discount solely as it relates to the
Business Combination.  A copy of that waiver letter is enclosed.
A merger proxy/registration statem ent for the Business Combination has been filed with the Securities
and Exchange Commission but has not yet been declar ed effective as of the date of this letter.
This letter is to advise you that, effective as of Februa ry [ ], 2023, Barclays (i) waived any Deferred Discount
solely with respect to the Business Combination and (ii) has resigned from, or ceased or refused to act in,
every capacity and relationship in which we may be described in any registration statement and merger
proxy with respect to the Business Combination as acting or agreeing to act (including, without limitation, any capacity or relationship (A) required to be descri bed under Paragraph (5) of Schedule A (15 U.S.C. 77aa)
or (B) for which consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”)) with respect to the Business Combination.
Therefore, we hereby advise you and the Company, that pursuant to Section 11(b)(1) of the Securities
Act, that none of our firm, any person who controls it (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Securities Exchan ge Act of 1934, as amended) or any of its affiliates
(within the meaning of Rule 405 under the Securities Act) will be responsible for any part of the registration statement/merger proxy with respect to the Business Comb ination. This notice is not intended to constitute
an acknowledgment or admission that we have been or are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules and regu lations promulgated thereunder) with respect to the
Business Combination.

 Sincerely,
 BARCLAYS CAPITAL INC.   By:  _____________________
 Name: Amit Chandra  Title: Managing Director

Enclosed: Client waiver letter dated February 14, 2023

United States securities and exchange commission logo
January 19, 2023
Dr. Whitney Haring-Smith
Chief Executive Officer
Anzu Special Acquisition Corp I
12610 Race Track Road, Suite 250
Tampa, FL 33626
Re:Anzu Special Acquisition Corp I
Preliminary Proxy Statement on Schedule 14A
Filed December 29, 2022
File No. 001-40133
Dear Dr. Whitney Haring-Smith:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Justin Salon, Esq.

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
January 11, 2023
Dr. Whitney Haring-Smith
Chief Executive Officer
Anzu Special Acquisition Corp I
12610 Race Track Road, Suite 250
Tampa, FL 33626
Re:Anzu Special Acquisition Corp I
Preliminary Proxy Statement filed on Schedule 14A
Filed December 29, 2022
File No. 001-40133
Dear Dr. Whitney Haring-Smith:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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

 FirstName LastNameDr. Whitney Haring-Smith
 Comapany NameAnzu Special Acquisition Corp I
 January 11, 2023 Page 2
 FirstName LastName
Dr. Whitney Haring-Smith
Anzu Special Acquisition Corp I
January 11, 2023
Page 2
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Joseph Ambrogi at 202-551-4821 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Justin Salon, Esq.