Envoy Medical, Inc 8-K, filed Mar 2, 2023
Envoy Medical, Inc. (COCH)
About this 8-K
Envoy Medical, Inc filed this 8-K on March 2, 2023, reporting on events of February 28, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 28, 2023, Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), filed an amendment (the “Amendment”) to the Company’s amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The Amendment extends the date by which the Company has to consummate an initial business combination from March 4, 2023 to September 30, 2023 or such earlier date as determined by the Company’s board of directors (the “Board”). The Company’s stockholders approved the Amendment at the Special Meeting (as defined below).
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 28, 2023, the Company reconvened its special meeting of stockholders, which was originally scheduled for February 9, 2023, adjourned until February 21, 2023 and further adjourned until February 28, 2023 (the “Special Meeting”). At the Special Meeting, a total of 42,970,235 (80.89%) of the Company’s issued and outstanding shares of Class A common stock, par value $0.0001 per share (“Public Shares”), and Class B common stock, par value $0.0001 per share (together with the Public Shares, the “Common Stock”), held of record at the close of business on January 17, 2023, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum.
The final results for each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 20, 2023 (as amended and supplemented from time to time, the “Proxy Statement”), were as follows:
Proposal No. 1 - The Extension Amendment Proposal – The stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination from March 4, 2023 to September 30, 2023 or such earlier date as determined by the Board (the “Extension Amendment Proposal”). Passage of the Extension Amendment Proposal required approval by the affirmative vote of at least 65% of the Company’s issued and outstanding shares of Common Stock. The voting results were as follows:
| For | Against | Abstain | ||
| 36,753,901 | 6,216,334 | 0 |
Proposal No. 2 - The Adjournment Proposal – The stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or at the time of the Special Meeting to approve the Extension Amendment Proposal or if the Maximum Redemption Condition (as defined in the Proxy Statement) is not met and is not waived by the Board in its sole discretion (the “Adjournment Proposal”). Passage of the Adjournment Proposal required a majority of the Company’s outstanding shares of Common Stock. The voting results were as follows:
| For | Against | Abstain | ||
| 38,984,445 | 3,985,790 | 0 |
Although the Adjournment Proposal received sufficient votes to be approved, it was not presented for adoption and no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary given the passage of the Extension Amendment Proposal.
Item 8.01. Other Information.
In connection with the Special Meeting, stockholders holding 38,187,226 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the Company’s initial public offering and the concurrent sale of private placement warrants. As a result, approximately $387.5 million (approximately $10.15 per Public Share) will be removed from the Trust Account to pay such holders and approximately $45.2 million will remain in the Trust Account. Following redemptions, the Company will have 4,312,774 Public Shares outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
|
Exhibit |
Description | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (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: March 2, 2023
| Anzu Special Acquisition Corp I | ||
| By: | /s/ Dr. Whitney Haring-Smith | |
|
Dr. Whitney Haring-Smith Chief Executive Officer | ||
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ANZU SPECIAL ACQUISITION CORP I
Pursuant to Section 242 of the
Delaware General Corporation Law
ANZU SPECIAL ACQUISITION CORP I (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is “Anzu Special Acquisition Corp I”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 28, 2020 (the “Original Certificate”). An amended and restated certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 3, 2021 (the “Amended and Restated Certificate of Incorporation”). |
| 2. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). |
| 4. | The text of Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in full as follows: |
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriter’s over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 8, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of Offering Shares (as defined below) in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate (A) to modify the substance or timing of the Corporation’s obligation to allow redemptions in connection with the Corporation’s initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by September 30, 2023 or such earlier date as determined by the Board or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7) and (iii) the redemption of Offering Shares if the Corporation has not consummated an initial Business Combination by September 30, 2023 or such earlier date as determined by the Board. Holders of shares of the Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are Anzu SPAC GP I LLC (the “Sponsor”) or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
| 5. | The text of Section 9.2(d) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in full as follows: |
(d) In the event that the Corporation has not consummated an initial Business Combination by September 30, 2023 or such earlier date as determined by the Board, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
| 6. | The text of Section 9.7 of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in full as follows: |
Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by September 30, 2023 or such earlier date as determined by the Board, or with respect to any other provision of this Amended and Restated Certificate relating to stockholder’s rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Offering Shares. The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.
IN WITNESS WHEREOF, Anzu Special Acquisition Corp I has caused this Amendment to its Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this 28th day of February, 2023.
ANZU SPECIAL ACQUISITION CORP I
| By: | /s/ Dr. Whitney Haring-Smith | ||
| Name: | Dr. Whitney Haring-Smith | ||
| Title: | Chief Executive Officer | ||