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