Expanding Innovation Portfolio to Support Delivering Hearing to Patients in Innovative Ways WHITE BEAR LAKE, Minnesota, Jan. 22, 2024 (GLOBE NEWSWIRE) -- Envoy Medical®, Inc. ("Envoy Medical") (NASDAQ: "COCH"), a revolutionary hearing health company focused on fully implanted hearing systems, today announced that it recently has been awarded three additional patents. These patents are further evidence of Envoy Medical's determination to be an innovation leader in hearing health to benefit patients with si ...

During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under the rules and regulations of the SEC. Our related party arrangements consist of leasing our headquarters office space from a stockholder, receiving loan financings from stockholders. We also recorded a payable to a stockholder on our condensed consolidated balance sheets as of September 30, 2023. For further information on the related party arrangements refer to Note 5 "Restricted Cas ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Securities registered pursu ...

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed financial statements and management's discussion and analysis of the company's financial condition and results of operations [Item 1. Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, with detailed notes on organization, policies, and recent events [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This table provides a snapshot of the company's assets, liabilities, and stockholders' deficit at specific reporting dates | Metric | March 31, 2023 | December 31, 2022 | | :--------------------------------- | :------------- | :---------------- | | Total Assets | $45,921,288 | $430,621,346 | | Investments held in Trust Account | $44,369,108 | $430,047,193 | | Total Current Liabilities | $9,498,831 | $7,309,756 | | Working capital loan - related party | $2,234,300 | $1,500,000 | | Total Liabilities | $20,977,998 | $18,788,923 | | Total Stockholders' Deficit | $(19,222,815) | $(17,914,770) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This table details the company's revenues, expenses, and net income over specific three-month periods | Metric | 3 Months Ended March 31, 2023 | 3 Months Ended March 31, 2022 | | :--------------------------------------- | :---------------------------- | :---------------------------- | | Operating expenses: Formation and operating costs | $2,492,581 | $1,489,086 | | Interest earned on investments held in Trust Account | $3,370,272 | $40,410 | | Change in fair value of Forward Purchase Agreements | $681,533 | $(487,249) | | Change in fair value of warrant liabilities | $0 | $14,397,306 | | Income before income tax expense | $1,559,224 | $12,461,381 | | Income tax expense | $841,523 | $0 | | Net income | $717,701 | $12,461,381 | | Basic and diluted net income per common stock, Class A | $0.02 | $0.23 | [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This table outlines the changes in the company's accumulated deficit and total stockholders' deficit over the reporting period | Metric | Balance as of Jan 1, 2023 | Net Income (3M 2023) | Deemed Dividend (3M 2023) | Balance as of Mar 31, 2023 | | :--------------------------------------- | :------------------------ | :------------------- | :-------------------------- | :------------------------- | | Accumulated Deficit | $(17,915,833) | $717,701 | $(2,025,746) | $(19,223,878) | | Total Stockholders' Deficit | $(17,914,770) | $717,701 | $(2,025,746) | $(19,222,815) | [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) This table summarizes the cash inflows and outflows from operating, investing, and financing activities for the specified periods | Metric | 3 Months Ended March 31, 2023 | 3 Months Ended March 31, 2022 | | :--------------------------------------- | :---------------------------- | :---------------------------- | | Net cash used in operating activities | $(2,179,577) | $(772,740) | | Net cash provided by investing activities | $389,048,358 | $0 | | Net cash provided by (used in) financing activities | $(386,872,534) | $750,000 | | Net change in cash | $(3,753) | $(22,740) | | Cash at end of period | $104,020 | $127,105 | - Investing activities in Q1 2023 included a significant withdrawal of **$387,606,834** from the Trust Account for Class A Shares redemption and **$1,441,524** for tax payments[73](index=73&type=chunk) - Financing activities in Q1 2023 were dominated by the redemption of Class A Shares (**$387,606,834**) and proceeds from a working capital loan (**$734,300**)[73](index=73&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes provide detailed explanations and disclosures supporting the unaudited condensed financial statements [Note 1 - Organization and Business Operations](index=8&type=section&id=Note%201%20-%20Organization%20and%20Business%20Operations) Anzu Special Acquisition Corp I is a blank check company formed for a Business Combination, generating non-operating income from its Trust Account, which saw significant redemptions in Q1 2023 - The Company is a blank check company incorporated on December 28, 2020, for the purpose of effecting a Business Combination[75](index=75&type=chunk) - As of March 31, 2023, the Company had not commenced any operations and does not expect to generate operating revenues until after a Business Combination[76](index=76&type=chunk) - Non-operating income is generated from interest on proceeds from the IPO held in the Trust Account[76](index=76&type=chunk) - The IPO was consummated on March 4, 2021, raising **$425,000,000** from **42,500,000 units** (including over-allotment)[62](index=62&type=chunk)[275](index=275&type=chunk) - **$425,000,000** from IPO proceeds and Private Placement Warrants was placed in a Trust Account, invested in U.S. Treasuries or money market funds[64](index=64&type=chunk)[255](index=255&type=chunk) - The Company must complete a Business Combination by September 30, 2023, or face mandatory liquidation and redemption of public shares[82](index=82&type=chunk) - On March 7, 2023, stockholders redeemed **38,187,226 Class A shares**, resulting in approximately **$387.6 million** being removed from the Trust Account, leaving **$44.3 million**[84](index=84&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=15&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note details the company's significant accounting policies, including U.S. GAAP conformity, emerging growth company status, and specific treatments for investments, derivatives, and income taxes - The financial statements are prepared in conformity with U.S. GAAP and SEC rules, reflecting normal recurring adjustments[91](index=91&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new or revised financial accounting standards[93](index=93&type=chunk)[112](index=112&type=chunk) - Significant accounting estimates include the determination of the fair value of warrant liabilities[95](index=95&type=chunk) - Investments held in the Trust Account are classified as trading securities or money market funds and recognized at fair value[137](index=137&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value[139](index=139&type=chunk)[117](index=117&type=chunk) - Offering costs related to the IPO were charged to temporary stockholders' equity, except those associated with Public Warrants which were expensed[118](index=118&type=chunk)[121](index=121&type=chunk) - Warrants are accounted for as derivative liabilities at fair value, re-measured each reporting period, with changes recognized in the statements of operations[125](index=125&type=chunk)[143](index=143&type=chunk)[241](index=241&type=chunk) - Forward Purchase Agreements (FPAs) are recognized as derivative assets at fair value, re-measured each reporting period[146](index=146&type=chunk) - The effective tax rate was **54%** for Q1 2023, differing from the statutory **21%** due to changes in fair value of warrants, FPA, and valuation allowance on deferred tax assets[129](index=129&type=chunk) - The Inflation Reduction Act of 2022 introduces a **1%** excise tax on stock repurchases after January 1, 2023, which could impact cash available for redemptions or business combinations[131](index=131&type=chunk)[170](index=170&type=chunk) [Note 3 - Initial Public Offering](index=23&type=section&id=Note%203%20-%20Initial%20Public%20Offering) This note details the IPO of 42,500,000 units at $10.00 per unit, generating $425,000,000, and discusses the underwriters' deferred discount - The IPO involved **42,000,000 units** initially, with an additional **500,000 units** issued from the underwriters' partial over-allotment option, totaling **$425,000,000** gross proceeds[135](index=135&type=chunk)[62](index=62&type=chunk) - Underwriters were entitled to a deferred discount of **$14,875,000**, of which **$4,462,500** was reversed in September 2022 due to underwriters resigning[135](index=135&type=chunk)[202](index=202&type=chunk) [Note 4 - Private Placement](index=24&type=section&id=Note%204%20-%20Private%20Placement) This note describes the private sale of 12,500,000 Private Placement Warrants to the Sponsor for $12,500,000, with proceeds added to the Trust Account - **12,500,000 Private Placement Warrants** were sold to the Sponsor for **$12,500,000**, with proceeds added to the Trust Account[78](index=78&type=chunk)[174](index=174&type=chunk) - Private Placement Warrants are identical to Public Warrants but are not transferable, assignable, or salable until 30 days after a Business Combination, and are exercisable on a cashless basis and non-redeemable by initial purchasers[174](index=174&type=chunk)[175](index=175&type=chunk) [Note 5 - Related Party Transactions](index=24&type=section&id=Note%205%20-%20Related%20Party%20Transactions) This note details transactions with the Sponsor and affiliates, including Founder Shares, working capital promissory notes, and administrative service fees - The Sponsor purchased **10,625,000 Founder Shares** (Class B common stock) for **$25,000**, which are not subject to forfeiture[176](index=176&type=chunk) - Founder Shares and Class A common stock received upon conversion are subject to lock-up periods post-Business Combination[160](index=160&type=chunk) - The Company issued a 2022 Promissory Note to the Sponsor for up to **$1,500,000** working capital loan, extended to December 31, 2023. As of March 31, 2023, **$1,500,000** was outstanding[14](index=14&type=chunk)[85](index=85&type=chunk)[179](index=179&type=chunk) - A 2023 Promissory Note was issued to the Sponsor for up to **$1,190,000** working capital loan, with **$734,300** outstanding as of March 31, 2023[180](index=180&type=chunk)[257](index=257&type=chunk) - The Company pays an affiliate of the Sponsor **$40,521** per month for administrative services, incurring **$121,563** for the three months ended March 31, 2023 and 2022[181](index=181&type=chunk) - The Company also reimburses an affiliate of the Sponsor for due diligence and other expenses, with **$146,577** incurred in Q1 2023[164](index=164&type=chunk) [Note 6 - Commitments and Contingencies](index=27&type=section&id=Note%206%20-%20Commitments%20and%20Contingencies) This note covers registration rights, underwriting agreements, and Forward Purchase Agreements, including the termination of previous FPAs and waiver of deferred underwriting fees - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans are entitled to registration rights[165](index=165&type=chunk) - Underwriters were entitled to a deferred discount of **$14,875,000**, but **$4,462,500** was reversed in September 2022, and the remaining **$10,412,500** was waived in February 2023 by the remaining underwriter for the Proposed Business Combination[166](index=166&type=chunk)[202](index=202&type=chunk)[261](index=261&type=chunk) - On April 17, 2023, the Company and Forward Purchasers terminated the Forward Purchase Agreements dated December 6, 2021[247](index=247&type=chunk) - The previous Forward Purchase Agreements included commitments for up to **$80,000,000** in convertible notes and **$40,000,000** in forward purchase securities, plus an option for up to **$120,000,000** in new equity securities[185](index=185&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk) [Note 7 - Class A Common Stock Subject to Possible Redemption](index=29&type=section&id=Note%207%20-%20Class%20A%20Common%20Stock%20Subject%20to%20Possible%20Redemption) This note details Class A common stock subject to possible redemption, classified as temporary equity, whose value significantly decreased due to Q1 2023 redemptions - Class A common stock is subject to redemption rights and classified as temporary equity[139](index=139&type=chunk)[206](index=206&type=chunk) | Metric | March 31, 2023 | December 31, 2022 | | :--------------------------------------- | :------------- | :---------------- | | Shares issued and outstanding (shares) | 4,312,774 | 42,500,000 | | Value at redemption value | $44,166,105 | $429,747,193 | - Redemptions of Class A common stock in Q1 2023 significantly reduced the number of outstanding shares and the total value subject to redemption[207](index=207&type=chunk) [Note 8 - Stockholders' Deficit](index=30&type=section&id=Note%208%20-%20Stockholders'%20Deficit) This note describes the authorized and outstanding shares of Preferred, Class A, and Class B Common Stock, including their voting rights and conversion features - The Company is authorized to issue **1,000,000 shares** of preferred stock, with none issued or outstanding[209](index=209&type=chunk) - **400,000,000 shares** of Class A common stock are authorized, with **4,312,774 shares** outstanding as of March 31, 2023, all subject to possible redemption[210](index=210&type=chunk) - **40,000,000 shares** of Class B common stock are authorized, with **10,625,000 shares** issued and outstanding, primarily held by the Sponsor[191](index=191&type=chunk) - Class B common stock converts to Class A common stock on a one-for-one basis upon Business Combination, subject to adjustment[212](index=212&type=chunk) [Note 9 – Fair Value Measurements](index=31&type=section&id=Note%209%20%E2%80%93%20Fair%20Value%20Measurements) This note explains the fair value hierarchy (Level 1, 2, 3) for financial instruments, classifying Public Warrants as Level 1, Private Warrants as Level 2, and FPAs as Level 3 - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[142](index=142&type=chunk) - Public Warrants are classified as Level 1, Private Warrants as Level 2[123](index=123&type=chunk)[125](index=125&type=chunk)[193](index=193&type=chunk) - Forward Purchase Agreements (FPAs) and the working capital loan conversion option are classified as Level 3 fair value measurements[146](index=146&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk) | Metric | December 31, 2022 | Change in fair value | March 31, 2023 | | :--------------------------------------- | :---------------- | :------------------- | :------------- | | FPA assets | $353,731 | $681,533 | $1,035,264 | | Metric | December 31, 2022 | Issuance of loan | March 31, 2023 | | :--------------------------------------- | :---------------- | :----------------- | :------------- | | Working capital loan | $1,500,000 | $734,300 | $2,234,300 | [Note 10 - Warrant Liabilities](index=33&type=section&id=Note%2010%20-%20Warrant%20Liabilities) This note describes the terms of Public Warrants, including exercisability, redemption provisions, and their accounting treatment as derivative liabilities - Public Warrants become exercisable on the later of 30 days after Business Combination completion or 12 months from IPO closing, expiring five years from Business Combination[199](index=199&type=chunk) - The Company may redeem Public Warrants at **$0.01** per warrant if Class A common stock price equals or exceeds **$18.00** for 20 trading days within a 30-day period[220](index=220&type=chunk)[223](index=223&type=chunk) - The Company may also redeem Public Warrants at **$0.10** per warrant if Class A common stock price equals or exceeds **$10.00**, allowing cashless exercise prior to redemption[236](index=236&type=chunk) - The Company has **26,666,666** outstanding warrants (**14,166,666 public**, **12,500,000 private**) as of March 31, 2023 and December 31, 2022[225](index=225&type=chunk) - Warrants are classified as derivative liabilities at fair value, with changes recognized in the statements of operations[241](index=241&type=chunk) [Note 11 - Subsequent Events](index=37&type=section&id=Note%2011%20-%20Subsequent%20Events) This note discloses post-balance sheet events, including the Business Combination Agreement with Envoy Medical Corporation and the termination of previous Forward Purchase Agreements - On April 17, 2023, the Company entered into a Business Combination Agreement with Envoy Medical Corporation, a U.S.-based medical device company[228](index=228&type=chunk)[243](index=243&type=chunk) - The Proposed Business Combination involves Merger Sub merging into Envoy, with Envoy becoming a wholly-owned subsidiary and the Company changing its name to 'Envoy Medical, Inc.'[243](index=243&type=chunk) - The merger consideration includes **15 million shares** of Class A Common Stock for Envoy common stock holders[244](index=244&type=chunk) - Concurrently, the Sponsor agreed to forfeit **12,500,000 private placement warrants** and some Class B common stock, and subscribe for **$10,000,000** of Series A Convertible Preferred Stock[1](index=1&type=chunk) - Key Stockholders of Envoy (owning ~**40.1%**) agreed to vote in favor of the Business Combination[1](index=1&type=chunk)[229](index=229&type=chunk)[246](index=246&type=chunk) - On April 17, 2023, the Company and Forward Purchasers terminated the Forward Purchase Agreements dated December 6, 2021[247](index=247&type=chunk) - On April 17, 2023, the Company entered into a Forward Share Purchase Agreement with Meteora Special Opportunity Fund I, LP and affiliates, for the potential purchase of up to **4,300,000 Class A common stock shares**[268](index=268&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, operations, and liquidity, focusing on its blank check status and recent redemptions [Special Note Regarding Forward-Looking Statements](index=40&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements subject to risks and uncertainties, with no obligation to update them - The report contains forward-looking statements that involve risks and uncertainties, which could cause actual results to differ materially[249](index=249&type=chunk) - The Company disclaims any intention or obligation to update or revise forward-looking statements[249](index=249&type=chunk) [Overview](index=40&type=section&id=Overview) This section provides a general overview of the company's purpose as a blank check company and its intent to effect a Business Combination - The Company is a blank check company formed to effect a Business Combination[271](index=271&type=chunk) - The Company intends to effectuate a Business Combination using cash from IPO proceeds, Private Placement Warrants, capital stock, debt, or a combination[250](index=250&type=chunk) - On April 17, 2023, the Company entered into a Business Combination Agreement with Envoy Medical Corporation[251](index=251&type=chunk) [Recent Developments](index=40&type=section&id=Recent%20Developments) This section outlines recent key events, including the Business Combination Agreement with Envoy Medical Corporation and its expected closing timeline - Merger Sub will merge with Envoy, with Envoy becoming a wholly-owned subsidiary and the Company changing its name to 'Envoy Medical, Inc.'[8](index=8&type=chunk)[9](index=9&type=chunk) - The Proposed Business Combination is expected to close in the third quarter of 2023, subject to customary closing conditions[3](index=3&type=chunk)[9](index=9&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, detailing changes in net income, interest income, and operating costs | Metric | 3 Months Ended March 31, 2023 | 3 Months Ended March 31, 2022 | | :--------------------------------------- | :---------------------------- | :---------------------------- | | Net income | $717,701 | $12,461,381 | | Interest income on Trust Account | $3,370,272 | $40,410 | | Change in fair value of warrant liability | $0 | $14,397,306 | | Operating costs | $2,492,581 | $1,489,086 | | Income tax expense | $841,523 | $0 | - The significant decrease in net income in Q1 2023 compared to Q1 2022 is primarily due to the absence of a large gain from the change in fair value of warrant liability (**$14.4 million** in Q1 2022)[273](index=273&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, working capital, Trust Account balance, and its ability to continue as a going concern - As of March 31, 2023, the Company had **$104,020** in its operating bank account and a working capital deficit of **$8,981,914**[274](index=274&type=chunk) - **$425,000,000** from IPO proceeds and Private Placement Warrants was deposited in the Trust Account[255](index=255&type=chunk)[301](index=301&type=chunk) - Stockholders redeemed **38,187,226 Class A shares** for approximately **$387.6 million**, leaving **$44.3 million** in the Trust Account as of March 31, 2023[278](index=278&type=chunk) - The maturity date of the 2022 Promissory Note (Working Capital Loan) from the Sponsor was extended to December 31, 2023[277](index=277&type=chunk) - A new 2023 Promissory Note for up to **$1,190,000** working capital loan was issued, with **$734,300** outstanding as of March 31, 2023[257](index=257&type=chunk) - The Company's liquidity conditions raise substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated by September 30, 2023[110](index=110&type=chunk)[280](index=280&type=chunk) [Off-Balance Sheet Financing Arrangements](index=46&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms the absence of any off-balance sheet arrangements, obligations, assets, or liabilities - The Company has no off-balance sheet arrangements, obligations, assets, or liabilities as of March 31, 2023[281](index=281&type=chunk) [Contractual Obligations](index=46&type=section&id=Contractual%20Obligations) This section details the company's contractual commitments, including administrative service fees and the waiver of deferred underwriting discounts - The remaining deferred underwriting discount of **$10,412,500** was waived in February 2023 by the remaining underwriter for the Proposed Business Combination[261](index=261&type=chunk) - The Company pays an affiliate of the Sponsor **$40,251** monthly for administrative services[282](index=282&type=chunk) [Critical Accounting Policies](index=46&type=section&id=Critical%20Accounting%20Policies) This section outlines the critical accounting policies that require significant judgment and estimation in financial reporting [Warrant Liabilities](index=46&type=section&id=Warrant%20Liabilities) This section details the accounting treatment of warrants as derivative liabilities, measured at fair value and adjusted periodically - Warrants are classified as liabilities at their fair value and adjusted at each reporting period, with changes recognized in the unaudited condensed statements of operations[262](index=262&type=chunk) [Class A Common Stock Subject to Possible Redemption](index=48&type=section&id=Class%20A%20Common%20Stock%20Subject%20to%20Possible%20Redemption) This section explains the classification and measurement of Class A common stock subject to possible redemption as temporary equity - Class A common stock subject to possible redemption is classified as temporary equity and measured at redemption value[264](index=264&type=chunk) [Net Income Per Common Stock](index=48&type=section&id=Net%20Income%20Per%20Common%20Stock) This section describes the computation of net income per common stock using the two-class method, excluding accretion from earnings per share - Net income per common stock is computed using the two-class method, with accretion associated with redeemable Class A common stock excluded from earnings per share[285](index=285&type=chunk) [Recent Accounting Standards](index=48&type=section&id=Recent%20Accounting%20Standards) This section discusses the company's assessment of the impact of recently issued accounting standards, specifically ASU No. 2020-06 - The Company is assessing the impact of ASU No. 2020-06, which simplifies accounting for convertible instruments and diluted earnings per share calculations, effective for fiscal years beginning after December 15, 2023[286](index=286&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[265](index=265&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were ineffective as of March 31, 2023, due to a material weakness in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=48&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures, which were deemed ineffective as of March 31, 2023 - Disclosure controls and procedures were not effective as of March 31, 2023, due to a material weakness in internal control over financial reporting[266](index=266&type=chunk) [Material Weakness](index=50&type=section&id=Material%20Weakness) This section identifies a material weakness in internal control over financial reporting related to the accounting for a significant contingent obligation - A material weakness existed relating to the accounting treatment for the extinguishment of a significant contingent obligation, leading to a restatement of prior financial statements[289](index=289&type=chunk) [Changes in Internal Control Over Financial Reporting](index=50&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section reports that no material changes in internal control over financial reporting occurred during Q1 2023 - No material changes in internal control over financial reporting occurred during Q1 2023, other than those described[290](index=290&type=chunk) PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings outside the ordinary course of business - The Company is not currently involved in any material legal proceedings outside the ordinary course of business[300](index=300&type=chunk) [Item 1A. Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for FY2022 - No material changes to risk factors disclosed in the Annual Report on Form 10-K for FY2022[26](index=26&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the proceeds from the IPO and Private Placement Warrants, their deposit into the Trust Account, and funds held for working capital - **$425,000,000** from IPO and Private Placement Warrants proceeds was deposited into the Trust Account[301](index=301&type=chunk) - Transaction costs for the IPO amounted to **$24,006,835**[301](index=301&type=chunk) - As of March 31, 2023, **$104,020** cash was held outside the Trust Account for working capital[301](index=301&type=chunk) [Item 3. Defaults Upon Senior Securities](index=52&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - No defaults upon senior securities[29](index=29&type=chunk) [Item 4. Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has no mine safety disclosures to report - No mine safety disclosures[302](index=302&type=chunk) [Item 5. Other Information](index=52&type=section&id=Item%205.%20Other%20Information) This section serves as a placeholder and contains no specific information in the provided text - This section is a placeholder and contains no specific information in the provided text[30](index=30&type=chunk) [Item 6. Exhibits](index=53&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including the Business Combination Agreement, related agreements, and financial information in iXBRL format - Key exhibits include the Business Combination Agreement, Sponsor Support and Forfeiture Agreement, Subscription Agreement, Shareholder Support Agreement, and Promissory Notes[303](index=303&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk)[32](index=32&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) - Financial information for the quarter ended March 31, 2023, is provided in iXBRL format[34](index=34&type=chunk)[36](index=36&type=chunk)[307](index=307&type=chunk) SIGNATURES This section contains the official signatures of the company's Chief Executive Officer and Chief Financial Officer - The report is signed by Dr. Whitney Haring-Smith (Chief Executive Officer) and Daniel Hirsch (Chief Financial Officer) on May 15, 2023[39](index=39&type=chunk)

ANZU SPECIAL ACQUISITION CORP I | --- | --- | --- | |------------|------------------------------------------------------------------------------------------------------------------|-------| | | | Page | | | PART I | | | Item 1. | Business. | 5 | | Item 1A. | Risk Factors. | 23 | | Item 1B. | Unresolved Staff Comments. | 56 | | Item 2. | Properties. | 56 | | Item 3. | Legal Proceedings. | 56 | | Item 4. | Mine Safety Disclosures. | 56 | | | PART II | | | Item 5. | Market for Registrant's Common Equity, Relat ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) | --- | --- | --- | -- ...

Table of Contents Title of each class Trading Symbol 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 exercisable for one share of Class A common stock at an exercise price of $11.50 per share ANZUW The Nasdaq Stock Market LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | ...

[PART I](index=8&type=section&id=PART%20I) This section provides an overview of the company's business, key risk factors, and general corporate information [Item 1. Business](index=8&type=section&id=Item%201.%20Business) The company is a blank check company (SPAC) focused on acquiring businesses with transformative industrial technologies within 24 months of its IPO - The company is a **blank check company** formed to effect a business combination, with an intended focus on **transformative technologies** for industrial applications[36](index=36&type=chunk)[39](index=39&type=chunk) - On December 6, 2021, the company entered into Forward Purchase Agreements (FPAs) to secure up to **$80 million** in unsecured convertible notes and up to **$40 million** in forward purchase securities, contingent on the closing of an initial business combination[47](index=47&type=chunk) - The company's acquisition strategy targets three primary sources: industrial technology leaders, corporate spin-outs, and closely-held companies[49](index=49&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - If a business combination is not completed within the 24-month period, the company will cease operations, redeem public shares at approximately **$10.00 per share** from the trust account, and liquidate, with warrants expiring worthless[128](index=128&type=chunk) Initial Public Offering and Trust Account Details | Metric | Value | | :--- | :--- | | IPO and Over-Allotment Gross Proceeds | $425,000,000 | | Private Placement Warrants Gross Proceeds | $12,500,000 | | Amount Deposited in Trust Account | $425,000,000 | | Deadline to Complete Business Combination | 24 months from IPO closing (approx. March 2023) | [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including a 'going concern' warning, failure to complete a business combination, and internal control weaknesses - The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a **"going concern"** due to its financial condition and the need to complete a business combination[175](index=175&type=chunk)[177](index=177&type=chunk) - There is a risk of failing to complete an initial business combination within the prescribed 24-month timeframe, which would result in liquidation and the public warrants expiring worthless[200](index=200&type=chunk)[202](index=202&type=chunk) - A **material weakness** was identified in the company's internal control over financial reporting related to the accounting for temporary equity and earnings per share[288](index=288&type=chunk)[289](index=289&type=chunk) - Significant **conflicts of interest** exist as directors and officers have obligations to other entities, which may lead to business opportunities being presented elsewhere before being offered to the company[303](index=303&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk) - The company's warrants are accounted for as liabilities, and changes in their fair value could adversely affect financial results and the market price of its stock[413](index=413&type=chunk)[414](index=414&type=chunk) [Item 1B. Unresolved Staff Comments](index=99&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments as of the filing date[415](index=415&type=chunk) [Item 2. Properties](index=99&type=section&id=Item%202.%20Properties) The company maintains its executive offices in Tampa, Florida, for which it pays a monthly fee of $40,521 to an affiliate of its sponsor for office space and administrative services - The company's executive offices are located at 12610 Race Track Road, Suite 250, Tampa, FL 33626[416](index=416&type=chunk) - A monthly fee of **$40,521** is paid to a sponsor affiliate for office space and administrative support services[416](index=416&type=chunk) [Item 3. Legal Proceedings](index=99&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material litigation, arbitration, or governmental proceedings - There is no material litigation currently pending against the company or its management[417](index=417&type=chunk) [Item 4. Mine Safety Disclosures](index=99&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable[419](index=419&type=chunk) [PART II](index=100&type=section&id=PART%20II) This section covers the company's market information, management's discussion and analysis, financial statements, and controls and procedures [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=100&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq, with no dividends paid, and IPO proceeds of **$425 million** held in a trust account - The company's securities (Units, Class A common stock, and warrants) began trading on Nasdaq in March and April 2021[423](index=423&type=chunk) - No cash dividends have been paid to date, and none are planned before the initial business combination is completed[425](index=425&type=chunk) - Net proceeds of **$425 million** from the IPO and private placement warrant sales were placed in a U.S.-based trust account[431](index=431&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=102&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported a **net loss of $251,633** for FY2021, with liquidity supported by cash and a sponsor loan, and warrants accounted for as liabilities Financial Highlights (Year Ended Dec 31, 2021) | Metric | Value | | :--- | :--- | | Net Loss | ($251,633) | | Operating Costs | $5,204,970 | | Change in Fair Value of Warrant Liability | $5,465,695 (Income) | | Interest Income from Trust Account | $37,665 | Liquidity Position (As of Dec 31, 2021) | Metric | Value | | :--- | :--- | | Cash in Operating Account | $149,845 | | Working Capital | ($1,815,006) | | Investments in Trust Account | $425,037,665 | - On March 29, 2022, the company secured a working capital loan facility of up to **$1.5 million** from its sponsor to fund operations[451](index=451&type=chunk) - Critical accounting policies require **warrants to be classified as liabilities** at fair value and redeemable Class A common stock to be classified as **temporary equity** outside of stockholders' equity[463](index=463&type=chunk)[464](index=464&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=110&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide this information - The company is exempt from this disclosure requirement as it qualifies as a smaller reporting company[470](index=470&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=110&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The section presents audited financial statements for FY2021, with the auditor's report highlighting a 'going concern' warning due to the business combination deadline - The auditor's report contains a **"going concern"** paragraph, citing liquidity conditions and the mandatory liquidation date of March 4, 2023, as reasons for substantial doubt about the company's ability to continue as a going concern[598](index=598&type=chunk) Balance Sheet Summary (as of December 31, 2021) | Account | Amount | | :--- | :--- | | **Assets** | | | Cash | $149,845 | | Investments held in Trust Account | $425,037,665 | | **Total Assets** | **$426,903,621** | | **Liabilities & Equity** | | | Derivative warrant liabilities | $21,063,972 | | Deferred underwriting fee payable | $14,875,000 | | **Total Liabilities** | **$38,617,145** | | Class A common stock subject to possible redemption | $425,000,000 | | **Total stockholders' deficit** | **($36,713,524)** | [Item 9A. Controls and Procedures](index=110&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective due to a material weakness in internal control over financial reporting, leading to financial statement restatements - Disclosure controls and procedures were deemed **not effective** as of December 31, 2021[474](index=474&type=chunk) - A **material weakness** was identified in internal control over financial reporting concerning the accounting for temporary equity and earnings per share, which resulted in the restatement of the company's financial statements for the periods ended March 31, 2021, and June 30, 2021[477](index=477&type=chunk) [PART III](index=113&type=section&id=PART%20III) This section details the company's directors, executive compensation, security ownership, related party transactions, and accounting fees [Item 10. Directors, Executive Officers and Corporate Governance](index=113&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's directors and executive officers, board committee structure, and potential conflicts of interest with affiliated entities - The management team is led by Chairman William Wulfsohn (former CEO of Ashland) and CEO Dr. Whitney Haring-Smith (co-founding managing partner at Anzu Partners)[486](index=486&type=chunk)[487](index=487&type=chunk) - The board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance, with all committee members (Teresa A. Harris, Priya Cherian Huskins, Susan J. Kantor) serving as **independent directors**[501](index=501&type=chunk)[502](index=502&type=chunk)[506](index=506&type=chunk) - Significant potential **conflicts of interest** exist, as officers and directors have fiduciary duties to other entities, including Anzu Partners, which may compete for business combination opportunities[514](index=514&type=chunk)[516](index=516&type=chunk) [Item 11. Executive Compensation](index=130&type=section&id=Item%2011.%20Executive%20Compensation) Directors and officers receive no cash compensation, while a sponsor affiliate receives a monthly fee of **$40,520.83** for administrative services - No cash compensation has been paid to any directors or officers for services rendered[538](index=538&type=chunk) - An affiliate of the sponsor is paid **$40,520.83** per month for office space, administrative, and support services[538](index=538&type=chunk) - Out-of-pocket expenses incurred on behalf of the company are reimbursed to the sponsor, directors, and officers[538](index=538&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=130&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The sponsor holds **99.3%** of Class B common stock, representing **19.9%** of total voting control, with initial stockholders controlling director elections Beneficial Ownership as of March 31, 2022 | Beneficial Owner | Class A % | Class B % | Total Voting Control % | | :--- | :--- | :--- | :--- | | Glazer Capital, LLC | 7.0% | — | 5.6% | | Aristeia Capital, LLC | 6.3% | — | 5.0% | | Anzu SPAC GP I LLC (Sponsor) | — | 99.3% | 19.9% | - The initial stockholders, through their ownership of all Class B founder shares, control **20%** of the company's outstanding common stock and have the exclusive right to elect directors prior to the initial business combination[548](index=548&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=133&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) This section details related party transactions with the sponsor, including founder share sales, warrant placements, administrative fees, and a working capital loan, with three directors deemed independent - The sponsor purchased founder shares for an aggregate price of **$25,000** and **12.5 million** private placement warrants for **$12.5 million**[551](index=551&type=chunk)[552](index=552&type=chunk) - The company pays a sponsor affiliate **$40,520.83** per month for administrative services[554](index=554&type=chunk) - In March 2022, the company entered into an agreement for a working capital loan of up to **$1.5 million** from the sponsor, of which **$750,000** was outstanding as of the report date[559](index=559&type=chunk) - The board of directors has determined that Teresa A. Harris, Priya Cherian Huskins, and Susan J. Kantor are **independent directors**[565](index=565&type=chunk) [Item 14. Principal Accounting Fees and Services](index=137&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company paid its independent auditor, WithumSmith+Brown, PC, a total of **$177,375** for audit and tax services in FY2021, all pre-approved by the audit committee Auditor Fees (WithumSmith+Brown, PC) for FY 2021 | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | $169,650 | | Audit-Related Fees | $0 | | Tax Fees | $7,725 | | All Other Fees | $0 | | **Total** | **$177,375** | [PART IV](index=138&type=section&id=PART%20IV) This section provides an index of financial statements and all exhibits filed with the annual report [Item 15. Exhibits, Financial Statement Schedules](index=138&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section provides an index of the financial statements and all exhibits filed with the Annual Report on Form 10-K - This item provides an index of the financial statements and all exhibits filed with the 10-K report[576](index=576&type=chunk)[578](index=578&type=chunk)

Table of Contents Title of each class Trading Symbol 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 exercisable for one share of Class A common stock at an exercise price of $11.50 per share ANZUW The Nasdaq Stock Market LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION ...