UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 29, 2022, Anzu Special Acquisition Corp I (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of the resignation of Teresa A. Harris from the Company’s Board of Directors (the “Board”) (as described below in Item 5.02 of this Current Report on Form 8-K), the Company was no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee of the Board (the “Audit Committee”) to be composed of at least three independent directors. On August 2, 2022, the Company received a written notice from the Nasdaq Listing Qualifications Staff indicating that, as a result of the resignation of Ms. Harris, the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Nasdaq Listing Rule 5605. Pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company is entitled to a cure period to regain compliance with Listing Rule 5605(c)(2)(A). The Company expects to be in compliance with the Audit Committee composition requirements of Nasdaq Listing Rule 5605(c)(2)(A) by or before the end of the cure period.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of John W. Joy
On July 29, 2022, John W. Joy notified the Company of his intention to resign from his position as Chief Financial Officer of the Company. Mr. Joy’s resignation will become effective after the Company files its quarterly report on Form 10-Q for the quarter ended June 30, 2022. Mr. Joy has been serving as the Company’s Chief Financial Officer since February 2021. Mr. Joy’s resignation arises from changes in direction for the Company, including in the targets that the Company is evaluating. The Company does not have any pending letter of intent outstanding, and there can be no assurance that the Company will conduct a transaction with any potential target.
Resignation of Peter J. Ganz
On July 29, 2022, Peter J. Ganz notified the Company of his resignation from his position as General Counsel & Corporate Secretary of the Company effective July 31, 2022. Mr. Ganz has been serving as the Company’s General Counsel & Corporate Secretary since February 2021. Mr. Ganz’s resignation arises, in part, from cost cutting by the Company and changes in direction for the Company, including in the targets that the Company is evaluating. The Company does not have any pending letter of intent outstanding, and there can be no assurance that the Company will conduct a transaction with any potential target.
Resignations of Teresa A. Harris and William Wulfsohn
On July 29, 2022, Teresa A. Harris notified the Company of her resignation as a member of the Board effective immediately. Ms. Harris also served as the chair of the Compensation Committee and a member of the Audit Committee and the Nominating and Corporate Governance Committee of the Board, as well as a member of a special committee of the Board that is evaluating certain potential target companies for the Company’s initial business combination.
On July 31, 2022, William Wulfsohn notified the Company of his resignation as a member of the Board effective immediately. Mr. Wulfsohn also served as chairman of the Board.
Ms. Harris and Mr. Wulfsohn informed the Company that their resignations were due to the following considerations: their disagreement with Company decisions and process leading to the resignations of Mr. Joy and Mr. Ganz and the resulting loss to the Company of the expertise of these two key executives; their disagreement with the nature of and approach to potential acquisition candidates the Company was considering in the context of changes in market conditions (both generally and for special purpose acquisition companies) and the approaching deadline for completing a business combination; and their disagreement with the Company’s continued pursuit of a specific business combination transaction.
Copies of the resignation letters of Ms. Harris and Mr. Wulfsohn are attached to this Current Report on Form 8-K as Exhibits 17.1 and 17.2, respectively.
As a result of the resignations of Ms. Harris and Mr. Wulfsohn, the Board reduced the number of directors of the Company from five members to three members in accordance with the Company’s Amended and Restated Certificate of Incorporation and the Company’s Bylaws.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided a copy of this Current Report on Form 8-K to Ms. Harris and Mr. Wulfsohn.
Forward Looking Statements
This Current Report on Form 8-K contains statements that may constitute “forward-looking statements,” including with respect to the potential pursuit of a target company. No assurance can be given that the potential pursuit of a target company described above will be completed. The Company does not have any pending letter of intent outstanding, and there can be no assurance that the Company will conduct a transaction with any partner. Forward-looking statements are subject to numerous risks, many of which are beyond the control of the Company, including those set forth in the Risk Factors sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission on March 31, 2022, as updated and supplemented by subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
Description | |
| 17.1 | Resignation Letter of Teresa A. Harris dated July 29, 2022 | |
| 17.2 | Resignation Letter of William Wulfsohn dated July 31, 2022 | |
| 104 | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: August 4, 2022
| Anzu Special Acquisition Corp I | |||
| By: | /s/ Dr. Whitney Haring-Smith | ||
|
Dr. Whitney Haring-Smith Chief Executive Officer | |||