0001062993-23-018937.txt : 20231003 0001062993-23-018937.hdr.sgml : 20231003 20231003215859 ACCESSION NUMBER: 0001062993-23-018937 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230929 FILED AS OF DATE: 20231003 DATE AS OF CHANGE: 20231003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anzu SPAC GP I LLC CENTRAL INDEX KEY: 0001846378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40133 FILM NUMBER: 231306512 BUSINESS ADDRESS: STREET 1: 12610 RACE TRACT ROAD, SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 BUSINESS PHONE: (202) 742-5870 MAIL ADDRESS: STREET 1: 12610 RACE TRACT ROAD, SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Haring-Smith Whitney CENTRAL INDEX KEY: 0001846535 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40133 FILM NUMBER: 231306511 MAIL ADDRESS: STREET 1: 12610 RACE TRACT ROAD, SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Envoy Medical, Inc. CENTRAL INDEX KEY: 0001840877 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 861369123 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4875 WHITE BEAR PARKWAY CITY: WHITE BEAR LAKE STATE: MN ZIP: 55110 BUSINESS PHONE: 651-361-8000 MAIL ADDRESS: STREET 1: 4875 WHITE BEAR PARKWAY CITY: WHITE BEAR LAKE STATE: MN ZIP: 55110 FORMER COMPANY: FORMER CONFORMED NAME: Anzu Special Acquisition Corp I DATE OF NAME CHANGE: 20210115 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2023-09-29 0001840877 Envoy Medical, Inc. COCH 0001846378 Anzu SPAC GP I LLC 12610 RACE TRACK ROAD TAMPA FL 33626 0 0 1 0 0001846535 Haring-Smith Whitney 12610 RACE TRACK ROAD SUITE 250 TAMPA FL 33626 1 0 1 0 0 Class A Common Stock, par value $0.0001 per share 2023-09-29 4 C 0 2490000 A 2490000 D Class A Common Stock, par value $0.0001 per share 2023-09-29 4 J 0 490000 D 2000000 D Series A Preferred Stock, par value $0.0001 per share 11.5 2023-09-29 4 P 0 1000000 10.00 A Class A Common Stock, par value $0.0001 per share 869565 1000000 I See footnote 6 Series A Preferred Stock, par value $0.0001 per share 11.5 2023-09-29 4 J 0 2500000 0 A Class A Common Stock, par value $0.0001 per share 2173913 2500000 D Class B Common Stock, par value $0.0001 per share 2023-09-29 4 D 0 5510000 0 D Class A Common Stock, par value $0.0001 per share 5510000 4990000 D Class B Common Stock, par value $0.0001 per share 2023-09-29 4 J 0 2500000 0 D Class A Common Stock, par value $0.001 per share 2500000 2490000 D Class B Common Stock, par value $0.0001 per share 2023-09-29 4 C 0 2490000 0 D Class A Common Stock, par value $0.0001 per share 2490000 0 D These shares were issued in connection with the automatic conversion of an equal number of shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), which converted to Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), upon the closing (the "Closing") of the business combination between Anzu Special Acquisition Corp. I and Envoy Medical Corporation (the "Business Combination").... (continued) (Continued from footnote 1) ...Prior to the Closing, Anzu SPAC GP I LLC (the "Sponsor") beneficially owned 10,500,000 shares of Class B Common Stock. In connection with the Closing, the Sponsor forfeited 5,510,000 shares of Class B Common Stock and exchanged 2,500,000 shares of Class B Common Stock for an equal number of shares of Series A Preferred Stock, par value $0.0001 ("Series A Preferred Stock") in a private exchange offer. The Issuer's remaining 2,490,000 shares of Class B Common Stock automatically converted to an equal number of shares of Class A Common Stock upon the Closing. Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. The Sponsor transferred an aggregate of 490,000 shares of Class A Common Stock to various third parties pursuant to (i) the extension support agreements between the Issuer, the Sponsor and several unaffiliated third parties and (ii) the side letter agreements between the Sponsor and certain institutional investors. 1,000,000 of these shares have vested. The remaining 1,000,000 shares remain unvested and subject to forfeiture, and will vest upon the U.S. Food and Drug Administration's approval of the Issuer's Acclaim cochlear implant device or upon a change of control of the Issuer. All 2,000,000 shares are subject to a contractual lock-up agreement and may only be transferred in accordance with the terms thereof. These shares of Series A Preferred Stock have no expiration date. These shares of Series A Preferred Stock are subject to mandatory conversion into shares of Class A Common Stock at the Issuer's sole discretion upon the occurrence of certain events specified in the Certificate of Designation. In addition, holders of Series A Preferred Stock have the right, at any time at such preferred stockholder's option, to convert each share of Series A Preferred Stock to shares of Class A Common Stock based on the ratio determined by dividing the Original Issuance Price of $10.00 per share by the Conversion Price of $11.50 per share, subject to certain customary adjustments in the event of certain events affecting the price of the Class A Common Stock, such as stock splits and combinations, or the distribution of options, rights or warrants, as described in the Certificate of Designation. On April 17, 2023, the Issuer entered into a subscription agreement with the Sponsor pursuant to which AICP III L.P., Anzu Industrial Capital Partners III, L.P. and Anzu Industrial Capital Partners III QP, L.P., each an affiliate of the Sponsor, paid an aggregate $10,000,000 in exchange for 1,000,000 shares of Series A preferred stock, par value $0.0001 per share ("Series A Preferred Stock"), which shares were issued to such affiliates on September 29, 2023. On September 29, 2023, in connection with the Closing, an aggregate of 2,500,000 shares of Series A Preferred Stock were issued to the Sponsor in exchange for 2,500,000 shares of Class B Common Stock held by the Sponsor in a private exchange offer. On September 29, 2023, in connection with the Closing, the Sponsor forfeited 5,510,000 shares of Class B Common Stock. On September 29, 2023, in connection with the Closing, each share of Class B Common Stock automatically converted into one share of Class A Common Stock. /s/ Andrew P. Campbell as attorney-in-fact for Anzu SPAC GP I LLC 2023-10-03 /s/ Andrew P. Campbell as attorney-in-fact for Dr. Whitney Haring-Smith 2023-10-03