Envoy Medical, Inc 8-K, filed Apr 20, 2021
Envoy Medical, Inc. (COCH)
About this 8-K
Envoy Medical, Inc filed this 8-K on April 20, 2021, reporting on events of April 14, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2021
Anzu Special Acquisition Corp I
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation)
|
001-40133 (Commission File Number)
|
86-1369123 (IRS Employer Identification No.)
|
|
12610 Race Track Road, Suite 250 Tampa, FL (Address of principal executive offices) |
33626 (Zip Code) |
Registrant’s telephone number, including area code: (202) 742-5870
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols | Name of each exchange on which registered |
| Units, each consisting of one share of Class A Common Stock and one-third of one redeemable Warrant | ANZUU | The Nasdaq Stock Market LLC |
| Class A Common Stock, par value $0.0001 per share | ANZU | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ANZUW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
As previously disclosed in a Current Report on Form 8-K dated March 4, 2021 (the “Form 8-K”), On March 4, 2021, Anzu Special Acquisition Corp I (the “Company”) consummated its initial public offering (the “IPO”) of 42,000,000 units (the “Units”). The Company also granted the underwriters a 45-day over-allotment option to purchase 6,300,000 additional Units at the initial public offering price. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $420,000,000.
As previously disclosed in the Form 8-K, on March 4, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of 12,400,000 warrants (the “Initial Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, ANZU SPAC GP I LLC (the “Sponsor”), generating gross proceeds to the Company of approximately $12,400,000.
Subsequently, on April 12, 2021, the underwriters partially exercised their over-allotment option, and, on April 14, 2021, purchased of an additional 500,000 Units from the Company (the “Over-Allotment Units”). The issuance by the Company of the Over-Allotments Units at a price of $10.00 per Unit resulted in total gross proceeds of $5,000,000. On April 14, 2021, simultaneously with the sale and issuance of the Over-Allotment Units, the Company consummated the sale of an additional 100,000 Private Placement Warrants (the “Over-Allotment Private Placement Warrants” and, together with the Initial Private Placement Warrants, the “Private Placement Warrants”, generating gross proceeds of $100,000.
As of April 14, 2021, a total of $425,000,000 of the net proceeds from the sale of the Units in the IPO (including the Over-Allotment Units) and the Private Placement Warrants were deposited in a U.S.-based trust account established for the benefit of the Company’s public stockholders maintained by American Stock Transfer & Trust Company, acting as trustee. Included with this report as Exhibit 99.1 is a pro forma balance sheet reflecting the partial exercise of the over-allotment option and the sale of the Over-Allotment Private Placement Warrants.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Pro Forma Balance Sheet, as of March 4, 2021 |
SIGNATURES
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.
| Anzu Special Acquisition Corp I | ||
| Dated: April 20, 2021 | By: |
/s/ Dr. Whitney Haring-Smith |
| Dr. Whitney Haring-Smith | ||
| Chief Executive Officer | ||
Exhibit 99.1
ANZU SPECIAL ACQUISITION CORP I
BALANCE SHEET
March 4, 2021
| March 4, 2021 | Pro Forma Adjustments | As adjusted | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Assets | ||||||||||||
| Cash | $ | 4,014,287 | $ | - | $ | 4,014,287 | ||||||
| Prepaid expenses | 1,164,778 | - | 1,164,778 | |||||||||
| Total current assets | 5,179,065 | - | 5,179,065 | |||||||||
| Cash Held in Trust Account | 420,000,000 | 5,000,000 | (a) | 425,000,000 | ||||||||
| 100,000 | (b) | |||||||||||
| (100,000 | )(c) | |||||||||||
| Total Assets | $ | 425,179,065 | $ | 5,000,000 | $ | 430,179,065 | ||||||
| Liabilities and Stockholders’ Equity | ||||||||||||
| Accrued offering costs and expenses | $ | 1,464,135 | $ | - | $ | 1,464,135 | ||||||
| Due to related party | 212,487 | - | 212,487 | |||||||||
| Total current liabilities | 1,676,622 | - | 1,676,622 | |||||||||
| Deferred Underwriters' Discount | 14,700,000 | 175,000 | (d) | 14,875,000 | ||||||||
| Total liabilities | 16,376,622 | 175,000 | 16,551,622 | |||||||||
| Commitments and Contingencies | ||||||||||||
| Common Stock subject to possible redemption, 40,380,244 shares at redemption value | 403,802,441 | 4,825,001 | (e) | 408,627,442 | ||||||||
| Shareholders’ Equity: | ||||||||||||
| Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 1,619,756 shares issued and outstanding | 162 | 2 | (a) | 164 | ||||||||
| Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 12,075,000 shares issued and outstanding | 1,208 | - | 1,208 | |||||||||
| Additional paid-in capital | 5,011,134 | (3 | )(a) | 5,011,131 | ||||||||
| 100,000 | (b) | |||||||||||
| (100,000 | )(c) | |||||||||||
| (175,000 | )(d) | |||||||||||
| Accumulated deficit | (12,502 | ) | (5,000,000 | )(e) | (12,502 | ) | ||||||
| Total stockholders’ equity | 5,000,002 | (1 | ) | 5,000,001 | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | 425,179,065 | $ | 5,000,000 | $ | 430,179,065 | ||||||
The accompany notes are an integral part of the financial statement.
NOTE 1 – CLOSING OF PARTIAL OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Anzu Special Acquisition Corp I (the “Company”) as of March 4, 2021, adjusted for the closing of the partial exercise of the underwriters’ over-allotment option and related transactions, which occurred on April 14, 2021 as described below.
On March 4, 2021, the Company consummated its initial public offering (the “IPO”) of 42,000,000 units (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $420,000,000. Simultaneously with the closing of the IPO, the Company completed the private sale of 12,400,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, ANZU SPAC GP I LLC (the “Sponsor”), generating gross proceeds to the Company of $12,400,000. The Company granted the underwriters of the IPO (the “Underwriters”) a 45-day option to purchase up to 6,300,000 additional Units to cover over-allotments, if any. On April 12, 2021, the Underwriters partially exercised the over-allotment option and, on April 14, 2021, purchased an additional 500,000 Units (the “Over-Allotment Units”) from the Company, generating gross proceeds of $5,000,000. Simultaneously with the sale and issuance of the Over-Allotment Units, the Company consummated the sale of an additional 100,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $100,000. Transaction costs amounted to $275,000 of underwriting discounts and commissions, including $175,000 of underwriting discounts and commissions that have been deferred until the completion of the Company’s initial business combination.
On April 12, 2021, members of the staff of the Securities and Exchange Commission (the “SEC”) issued a statement with respect to the accounting for warrants issued by special purpose acquisition companies. In view of the SEC staff's statement, the Company is currently evaluating whether the warrants should be reclassified from equity to a liability in the balance sheet as of March 4, 2021, as filed with the SEC on Form 8-K on March 10, 2021.
Pro forma adjustments to reflect the exercise of the Underwriters’ over-allotment option and the sale of the additional Private Placement Warrants described above are as follows:
| Pro Forma Entries | Debit | Credit | ||||||||
| (a) | Cash held in trust account | $ | 5,000,000 | |||||||
| Class A common stock | $ | 50 | ||||||||
| Additional paid-in capital | $ | 4,999,950 | ||||||||
| To record sale of 500,000 Over-Allotment Units at $10.00 per Unit | ||||||||||
| (b) | Cash held in trust account | $ | 100,000 | |||||||
| Additional paid-in capital | $ | 100,000 | ||||||||
| To record sale of 100,000 Private Placement Warrants at $1.00 per Private Placement Warrant | ||||||||||
| (c) | Additional paid-in capital | $ | 100,000 | |||||||
| Cash held in trust account | $ | 100,000 | ||||||||
| To record payment of cash underwriting fee | ||||||||||
| (d) | Additional paid-in capital | 175,000 | ||||||||
| Deferred underwriters’ discount | $ | 175,000 | ||||||||
| To record additional Deferred underwriters’ fee arising from the sale of Over-Allotment Units | ||||||||||
| (e) | Class A common stock | $ | 4,824,953 | |||||||
| Additional paid-in capital | $ | 48 | ||||||||
| Class A common shares subject to possible redemption | $ | 4,825,001 | ||||||||
| To record Class A common shares out of permanent equity into mezzanine redeemable shares | ||||||||||