Item 8.01. Other Events.
As previously disclosed, Anzu Special Acquisition Corp I ("Anzu") entered into a
letter of intent with Envoy Medical Corporation ("Envoy") regarding a potential
business combination (the "Proposed Business Combination"). Attached hereto as
Exhibit 99.1 and incorporated by reference herein is an updated investor
presentation, which provides an overview of Envoy and certain information
regarding the Proposed Business Combination and supersedes the investor
presentation included as Exhibit 99.1 to the Form 8-K filed by Anzu with the
Securities and Exchange Commission ("SEC") on February 6, 2023.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-Looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean
that a statement is not forward-looking. Such statements may include, but are
not limited to, statements regarding the Proposed Business Combination and the
special meeting of stockholders (the "Stockholder Meeting") to be held to vote
on the proposal to amend Anzu's amended and restated certificate of
incorporation to extend the date by which Anzu has to consummate an initial
business combination from March 4, 2023 to September 30, 2023 or such earlier
date as determined by Anzu's board of directors (the "Extension Amendment
Proposal"). The forward-looking statements contained in this Current Report on
Form 8-K reflect Anzu's current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and changes in
circumstances that may cause its actual results to differ significantly from
those expressed in any forward-looking statement. Anzu does not guarantee that
the transactions and events described will happen as described (or that they
will happen at all). In particular, there can be no assurance that Anzu will
execute definitive agreements related to the Proposed Business Combination or
that the Proposed Business Combination will close on the expected timeline or at
all. These forward-looking statements are subject to a number of risks and
uncertainties, including, but not limited to, changes in domestic and foreign
business, market, financial, political, and legal conditions; the failure of
Anzu to obtain the requisite approvals for the Extension Amendment Proposal; the
amount of redemptions by Anzu's public stockholders in connection with the
Stockholder Meeting and the Proposed Business Combination; the inability of the
parties to enter into a definitive agreement relating to the Proposed Business
Combination on the timeline discussed herein or at all; the inability of the
parties to successfully or timely consummate the Proposed Business Combination,
including the risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the Proposed Business
Combination or that the approval of stockholders is not obtained; failure to
realize the anticipated benefits of the Proposed Business Combination; and other
risks and uncertainties set forth in the section entitled "Risk Factors" in
Anzu's definitive proxy statement, filed with the SEC on January 20, 2023, in
Anzu's Annual Report on Form 10-K for the year ended December 31, 2021, as filed
with the SEC on March 31, 2022 and in other reports Anzu files with the SEC. If
any of these risks materialize or Anzu's assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. While forward-looking statements reflect Anzu's good
faith beliefs, they are not guarantees of future performance. Anzu disclaims any
obligation to publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors, new information, data or methods,
future events or other changes after the date of this Current Report on Form
8-K, except as required by applicable law. You should not place undue reliance
on any forward-looking statements, which are based only on information currently
available to Anzu.
Additional Information and Where to Find It
In connection with the Proposed Business Combination, Anzu and Envoy intend to
prepare, and Anzu intends to file a registration statement on Form S-4 (the
"Registration Statement") containing a proxy statement/prospectus and certain
other related documents, which will be both the proxy statement to be
distributed to Anzu's stockholders in connection with Anzu's solicitation of
proxies for the vote by Anzu's stockholders with respect to the Proposed
Business Combination and other matters as may be described in the Registration
Statement, as well as the prospectus relating to the offer and sale of the
securities to be issued in connection with the Proposed Business Combination.
When available, Anzu will mail the definitive proxy statement/prospectus and
other relevant documents to its stockholders as of a record date to be
established for voting on the Proposed Business Combination. This Current Report
on Form 8-K is not a substitute for the Registration Statement, the definitive
proxy statement/prospectus or any other document that Anzu will send to its
stockholders in connection with the Proposed Business Combination. Investors and
security holders are urged to read, when available, the preliminary proxy
statement/prospectus in connection with Anzu's solicitation of proxies for its
special meeting of stockholders to be held to approve the Proposed Business
Combination (and related matters) and general amendments thereto and the
definitive proxy statement/prospectus because the proxy statement/prospectus
will contain important information about the Proposed Business Combination and
the parties to the Proposed Business Combination.
Copies of the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed by Anzu or Envoy with the SEC may
be obtained, once available, free of charge at the SEC's website at www.sec.gov.
Participants in the Solicitation
Anzu and its directors, executive officers, other members of management, and
employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Anzu's stockholders in connection with the Proposed Business
Combination. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Anzu's stockholders in connection
with the Proposed Business Combination will be in the Registration Statement,
including a proxy statement/prospectus, when it is filed with the SEC. Investors
and security holders may obtain more detailed information regarding the names
and interests in the Proposed Business Combination of Anzu's directors and
officers in Anzu's filings with the SEC and such information will also be in the
Registration Statement to be filed with the SEC, which will include the proxy
statement/prospectus of Anzu for the Proposed Business Combination. These
documents can be obtained free of charge at the SEC's website at www.sec.gov.
Envoy and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of Anzu in
connection with the Proposed Business Combination. A list of the names of such
directors and executive officers and information regarding their interests in
the Proposed Business Combination will be included in the proxy
statement/prospectus for the Proposed Business Combination when available.
No Offer or Solicitation
This Current Report on Form 8-K relates to the Proposed Business Combination and
is neither an offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote in any
jurisdiction pursuant to the Proposed Business Combination or otherwise, nor
shall there be any sale, issuance or transfer or securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, or an exemption therefrom, and otherwise in accordance
with applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Investor Presentation dated February 22, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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