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 ...

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 ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed financial statements and management's analysis for Anzu Special Acquisition Corp I [Item 1. Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section details Anzu Special Acquisition Corp I's unaudited condensed financial statements, covering balance sheets, operations, equity, cash flows, and explanatory notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific dates Condensed Balance Sheet Highlights | Metric | March 31, 2021 (unaudited) | December 31, 2020 | | :---------------------------------------------- | :------------------------- | :---------------- | | Cash | $2,154,451 | $25,000 | | Prepaid expenses | $1,150,976 | — | | Deferred offering costs | — | $94,992 | | Cash and marketable securities in Trust Account | $420,007,841 | — | | Total Assets | $423,313,268 | $119,992 | | Accounts payable and accrued expenses | $82,625 | $95,693 | | Due to related party | $13,803 | — | | Warrant Liability | $26,772,000 | — | | Deferred underwriters' discount | $14,700,000 | — | | Total Liabilities | $41,568,428 | $95,693 | | Class A Common Stock subject to redemption | $376,744,830 | — | | Total Stockholders' Equity (Deficit) | $5,000,010 | $24,299 | [Condensed Statement of Operations](index=6&type=section&id=Condensed%20Statement%20of%20Operations) This section outlines the company's financial performance, including revenues, expenses, and net loss for the reporting period Condensed Statement of Operations (Three Months Ended March 31, 2021) | Metric | Amount | | :---------------------------------------------- | :------------ | | Formation and operating costs | $966,277 | | Loss from operations | $(966,277) | | Interest income | $7,841 | | Unrealized loss on net change in fair value of warrants | $(512,000) | | Total other income/(expense) | $(504,159) | | Net loss | $(1,470,436) | | Basic and diluted net loss per Class B common share | $(0.14) | [Condensed Statement of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Stockholders'%20Equity) This section details changes in the company's stockholders' equity, reflecting capital transactions and net loss Changes in Stockholders' Equity (Three Months Ended March 31, 2021) | Item | Class A Common Stock (Shares) | Class A Common Stock (Amount) | Class B Common Stock (Shares) | Class B Common Stock (Amount) | Additional Paid-in Capital | Accumulated Deficit | Stockholders' Equity (Deficit) | | :---------------------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | :------------------------- | :------------------ | :----------------------------- | | Balance as of December 31, 2020 | — | — | 12,075,000 | $1,208 | $23,792 | $(701) | $24,299 | | Sale of 42,000,000 Units on March 4, 2021 | 42,000,000 | $4,200 | — | — | $406,135,800 | — | $406,140,000 | | Underwriters' discount | — | — | — | — | $(8,400,000) | — | $(8,400,000) | | Deferred underwriter Discount | — | — | — | — | $(14,700,000) | — | $(14,700,000) | | Other offering expenses | — | — | — | — | $(631,835) | — | $(631,835) | | Reclassification of issuance costs related to warrants | — | — | — | — | $782,812 | — | $782,812 | | Maximum number of redeemable shares | (37,674,483) | $(377) | — | — | $(376,744,453) | — | $(376,744,830) | | Net loss | — | — | — | — | — | $(1,470,436) | $(1,470,436) | | Balance as of March 31, 2021 | 4,325,517 | $3,823 | 12,075,000 | $1,208 | $6,466,116 | $(1,471,137) | $5,000,010 | [Condensed Statement of Cash Flows](index=8&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) This section presents the company's cash inflows and outflows from operating, investing, and financing activities Condensed Statement of Cash Flows (Period from December 31, 2020 to March 31, 2021) | Cash Flow Activity | Amount | | :------------------------------------------------ | :------------ | | Net cash used in operating activities | $(1,248,975) | | Net cash used in investing activities | $(420,000,000) | | Net cash provided by financing activities | $423,378,426 | | Net change in cash | $(2,129,451) | | Cash, beginning of the period | $25,000 | | Cash, end of period | $2,154,451 | [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed explanatory notes supporting the condensed financial statements [Note 1 - Organization and Business Operations](index=9&type=section&id=Note%201%20-%20Organization%20and%20Business%20Operations) This note describes Anzu Special Acquisition Corp I's formation, business purpose, IPO, and initial financing activities - Anzu Special Acquisition Corp I was incorporated on **December 28, 2020**, as a blank check company to pursue a business combination, specifically targeting high-quality businesses with transformative technologies for industrial applications[22](index=22&type=chunk)[23](index=23&type=chunk)[138](index=138&type=chunk) IPO and Private Placement Financing Summary | Event | Date | Units/Warrants | Price per Unit/Warrant | Gross Proceeds | | :---------------------------------- | :------------ | :------------- | :--------------------- | :------------- | | Initial Public Offering (IPO) | March 4, 2021 | 42,000,000 Units | $10.00 | $420,000,000 | | Over-allotment option (partial) | April 14, 2021| 500,000 Units | $10.00 | $5,000,000 | | Private Placement Warrants | March 4, 2021 | 12,400,000 Warrants | $1.00 | $12,400,000 | | Private Placement Warrants (add'l) | April 14, 2021| 100,000 Warrants | $1.00 | $100,000 | | Total Gross Proceeds | | | | $437,500,000 | - Following the IPO, **$420,000,000** was placed in a U.S.-based Trust Account, with an additional **$5,000,000** added after the over-allotment option exercise, to be used for a Business Combination or redemption of public shares[31](index=31&type=chunk) - The company does not expect to generate operating revenues until after the completion of a Business Combination, with non-operating income derived from interest on marketable securities in the Trust Account[24](index=24&type=chunk)[142](index=142&type=chunk) - The company corrected its previously issued financial statements to classify warrants as liabilities measured at fair value, with changes reported in earnings, following SEC Staff guidance[43](index=43&type=chunk)[44](index=44&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=14&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's key accounting practices, including fair value measurements and warrant treatment - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[48](index=48&type=chunk)[49](index=49&type=chunk) Cash and Cash Equivalents | Category | March 31, 2021 | December 31, 2020 | | :-------------------------------------- | :------------- | :---------------- | | Cash held outside Trust Account | $2,154,451 | $25,000 | | Cash equivalents held in Trust Account | $420,007,841 | $0 | - Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of stockholders' equity, due to redemption rights outside the company's control[57](index=57&type=chunk) - Offering costs for the IPO totaled **$23,731,835** as of **March 31, 2021**, including underwriting commissions and deferred underwriters' commissions, with a portion allocated to Public Warrants expensed immediately[58](index=58&type=chunk)[59](index=59&type=chunk) Fair Value Hierarchy of Liabilities (March 31, 2021) | Liabilities | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | | :------------------------ | :---------------------------------------- | :-------------------------------------------- | :---------------------------------------------- | | Public Warrant liability | $— | $— | $14,000,000 | | Private Warrant liability | $— | $— | $12,772,000 | | Total | $— | $— | $26,772,000 | - Warrants are accounted for as derivative liabilities at fair value, re-measured each reporting period, with changes recognized in the statement of operations. The fair value is estimated using Monte-Carlo simulations with Level 3 inputs[72](index=72&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) Net Loss Per Common Share (Three Months Ended March 31, 2021) | Metric | Amount | | :------------------------------------------------------------------ | :----------- | | Net income allocable to Class A common shares subject to redemption | $7,841 | | Redeemable Class A Common Shares, Basic and Diluted | 42,000,000 | | Basic and Diluted net income per share, Redeemable Class A Common Shares | $0.00 | | Non-Redeemable Net Loss | $(1,478,277) | | Basic and diluted weighted average shares outstanding, common stock | 10,500,000 | | Basic and diluted net loss per share, common stock | $(0.14) | [Note 3 - Initial Public Offering](index=21&type=section&id=Note%203%20-%20Initial%20Public%20Offering) This note details the company's IPO, including unit structure, warrant terms, and redemption conditions - The IPO on **March 4, 2021**, involved the sale of **42,000,000 Units** at **$10.00** each, with an additional **500,000 Units** issued on **April 14, 2021**, from the underwriters' partial over-allotment option[86](index=86&type=chunk)[87](index=87&type=chunk) - Each Unit includes one Class A common stock and one-third of one Public Warrant, exercisable for one Class A common stock at **$11.50 per share**[86](index=86&type=chunk) - Public Warrants become exercisable on the later of **30 days** after a Business Combination or **12 months** from the IPO closing, and expire **five years** from Business Combination completion or earlier upon redemption/liquidation[88](index=88&type=chunk)[89](index=89&type=chunk) - The company may redeem Public Warrants at **$0.01 per warrant** if the Class A common stock's Reference Value equals or exceeds **$18.00 per share**, or at **$0.10 per warrant** if the Reference Value equals or exceeds **$10.00 per share** (with cashless exercise option)[95](index=95&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) [Note 4 - Private Placement](index=25&type=section&id=Note%204%20-%20Private%20Placement) This note describes the private placement of warrants to the Sponsor, outlining terms and restrictions - The company sold **12,400,000 Private Placement Warrants** to the Sponsor at **$1.00 per warrant**, generating **$12,400,000**, concurrently with the IPO, and an additional **100,000 warrants** on **April 14, 2021**[103](index=103&type=chunk) - Private Placement Warrants are identical to Public Warrants but are subject to transfer restrictions and are exercisable on a cashless basis and non-redeemable (with exceptions) as long as held by initial purchasers or permitted transferees[104](index=104&type=chunk)[105](index=105&type=chunk) [Note 5 - Related Party Transactions](index=25&type=section&id=Note%205%20-%20Related%20Party%20Transactions) This note discloses transactions and agreements between the company and its related parties, including the Sponsor - The Sponsor initially purchased **7,187,500 Founder Shares**, which increased to **12,075,000 shares** through stock dividends, but **1,450,000 shares were forfeited** on **April 14, 2021**, due to the unexercised over-allotment option[106](index=106&type=chunk)[133](index=133&type=chunk) - Founder Shares and Class A common stock received upon conversion are subject to transfer restrictions until the earlier of one year post-Business Combination or specific stock price/liquidation events[107](index=107&type=chunk) - As of **March 31, 2021**, the company had no borrowings under a **$300,000** promissory note from the Sponsor but owed **$13,803** to a related party for offering expenses[110](index=110&type=chunk)[111](index=111&type=chunk) - The company pays an affiliate of the Sponsor **$40,521 per month** for administrative services, commencing **March 1, 2021**[113](index=113&type=chunk) [Note 6 - Warrant Liability](index=27&type=section&id=Note%206%20-%20Warrant%20Liability) This note explains the accounting for warrant liabilities, including fair value measurement and changes - The company has **26,666,666 warrants** outstanding, classified as derivative liabilities due to adjustments to the exercise price based on a variable not fixed-for-fixed[114](index=114&type=chunk)[115](index=115&type=chunk) Warrant Liability Changes | Item | Amount | | :---------------------------------------- | :------------ | | Warrant liabilities at March 4, 2021 | $26,260,000 | | Change in fair value of warrant liabilities | $512,000 | | Warrant liabilities at March 31, 2021 | $26,772,000 | - The fair value of the warrant liability is determined using a Monte Carlo simulation model, utilizing Level 3 inputs such as expected stock-price volatility, expected life, risk-free interest rate, and dividend yield[119](index=119&type=chunk) [Note 7 - Commitments and Contingencies](index=28&type=section&id=Note%207%20-%20Commitments%20and%20Contingencies) This note outlines the company's contractual obligations, including registration rights and underwriting discounts - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants are entitled to registration rights, requiring the company to register such securities for resale[120](index=120&type=chunk) - The underwriters received a fixed underwriting discount of **$8,500,000** and are entitled to a deferred discount of **$14,875,000**, payable only upon the completion of a Business Combination[124](index=124&type=chunk)[145](index=145&type=chunk)[153](index=153&type=chunk) [Note 8 - Stockholders' Equity](index=30&type=section&id=Note%208%20-%20Stockholders'%20Equity) This note details the company's authorized and outstanding share capital, including Class A and Class B common stock - The company has authorized **1,000,000 preferred shares** (**$0.0001 par value**), with none issued or outstanding as of **March 31, 2021**[125](index=125&type=chunk) - As of **March 31, 2021**, there were **4,325,517 Class A common shares** issued and outstanding (excluding 37,674,483 shares subject to possible redemption) and **12,075,000 Class B common shares** issued, with **1,450,000 Class B shares forfeited** on **April 14, 2021**[126](index=126&type=chunk)[127](index=127&type=chunk)[133](index=133&type=chunk) - Holders of Class B common stock exclusively vote on director elections prior to a Business Combination; all common stock votes together on other matters. Class B shares automatically convert to Class A upon Business Combination completion[128](index=128&type=chunk)[129](index=129&type=chunk) [Note 9 - Subsequent Events](index=32&type=section&id=Note%209%20-%20Subsequent%20Events) This note reports significant events occurring after the balance sheet date, such as additional unit issuance and share forfeiture - On **April 14, 2021**, the company issued an additional **500,000 Units** and **100,000 Private Placement Warrants** due to the underwriters' partial over-allotment exercise, resulting in the Sponsor forfeiting **1,450,000 Class B common shares**[133](index=133&type=chunk) - Public shares and Public Warrants underlying the Units began trading separately on **April 21, 2021**[134](index=134&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&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 performance, liquidity, and capital resources [Special Note Regarding Forward-Looking Statements](index=33&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions readers about forward-looking statements, which are subject to inherent risks and uncertainties - The report includes forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations[137](index=137&type=chunk) [Overview](index=33&type=section&id=Overview) This section provides a general overview of Anzu Special Acquisition Corp I's business and strategic objectives - Anzu Special Acquisition Corp I is a blank check company incorporated on **December 28, 2020**, to effect a business combination, primarily targeting high-quality businesses with transformative technologies for industrial applications[138](index=138&type=chunk) - The company completed its IPO on **March 4, 2021**, and is actively reviewing opportunities for a Business Combination, intending to use proceeds from the IPO, Private Placement Warrants, capital stock, or debt[138](index=138&type=chunk)[139](index=139&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) This section analyzes the company's financial results, focusing on net loss and non-operating income - For the three months ended **March 31, 2021**, the company reported a net loss of **$(1,470,436)**, primarily due to organizational activities and IPO preparation[141](index=141&type=chunk) - The company does not expect operating revenues until after a Business Combination, generating non-operating income from interest on marketable securities in the Trust Account[142](index=142&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, working capital, and funding sources for future operations Liquidity and Capital Resources (March 31, 2021) | Metric | Amount | | :----------------- | :---------- | | Operating bank account | $2,154,451 | | Working capital | $3,208,999 | - The company's liquidity needs were met by a **$25,000** payment from the Sponsor for Founder Shares and **$212,487** in advances from a related party prior to the IPO[143](index=143&type=chunk) - Following the IPO and Private Placement Warrants sales, **$425,000,000** was deposited into the Trust Account, with **$2,154,451** held outside for working capital[145](index=145&type=chunk) - Substantially all funds in the Trust Account are intended for a Business Combination, with remaining proceeds used for target business operations or other acquisitions[146](index=146&type=chunk) [Off-Balance Sheet Financing Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms the absence of off-balance sheet arrangements as of the reporting date - As of **March 31, 2021**, the company had no off-balance sheet arrangements, special purpose entities, guaranteed debt, or non-financial asset purchases[151](index=151&type=chunk) [Contractual Obligations](index=36&type=section&id=Contractual%20Obligations) This section details the company's commitments, including administrative fees and deferred underwriting discounts - The company has no long-term debt or lease obligations, but is committed to paying an affiliate of its Sponsor **$40,251 monthly** for administrative services until a Business Combination or liquidation[152](index=152&type=chunk) - A deferred underwriting discount of **$14,875,000** is payable to underwriters from the Trust Account upon completion of a Business Combination[153](index=153&type=chunk) [Critical Accounting Policies](index=36&type=section&id=Critical%20Accounting%20Policies) This section addresses management's assessment of critical accounting policies and estimates - Management has not identified any critical accounting policies[154](index=154&type=chunk) [Recent Accounting Standards](index=38&type=section&id=Recent%20Accounting%20Standards) This section discusses the potential impact of recently issued accounting standards on the financial statements - Management believes that recently issued, but not yet effective, accounting standards would not have a material effect on the unaudited condensed financial statements if currently adopted[156](index=156&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Anzu Special Acquisition Corp I is exempt from providing market risk disclosures - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[157](index=157&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports on the effectiveness of disclosure controls and internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were not effective as of **March 31, 2021**, due to a material weakness in internal control over financial reporting[159](index=159&type=chunk) - The material weakness was identified after reevaluating warrant accounting, classifying them as liabilities at fair value, following the SEC Staff Statement on SPAC warrants[161](index=161&type=chunk) - Despite the material weakness, management believes the unaudited condensed financial statements fairly present the company's financial condition, results of operations, and cash flows[160](index=160&type=chunk) - There were no changes in internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[162](index=162&type=chunk) [PART II. OTHER INFORMATION](index=40&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal and equity matters [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms the absence of material legal proceedings against the company - The company is not currently involved in any material legal proceedings outside the ordinary course of business[164](index=164&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) This section updates key risks, including warrant accounting changes and internal control weaknesses - The company's warrants are now accounted for as liabilities, and changes in their fair value could adversely affect the market price of Class A common stock or make it more difficult to consummate an initial business combination[166](index=166&type=chunk)[167](index=167&type=chunk) - A material weakness in internal control over financial reporting related to warrant accounting has been identified, which could impair the ability to accurately report financial results and adversely affect investor confidence[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk) - The material weakness and change in warrant accounting may lead to litigation or other disputes, which could materially and adversely affect the business, operating results, or ability to complete a Business Combination[172](index=172&type=chunk)[173](index=173&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered equity sales and the allocation of IPO proceeds [Unregistered Sales](index=42&type=section&id=Unregistered%20Sales) This section describes the private sales of Founder Shares and Private Placement Warrants - The Sponsor purchased **7,187,500 Founder Shares** for **$25,000**, which increased to **12,075,000 shares** through stock dividends, but **1,450,000 shares were forfeited** on **April 14, 2021**[174](index=174&type=chunk) - The company issued **12,400,000 Private Placement Warrants** to the Sponsor for **$12,400,000** on **March 4, 2021**, and an additional **100,000 warrants** for **$100,000** on **April 14, 2021**[175](index=175&type=chunk) - These sales were exempt from registration under Section 4(a)(2) of the Securities Act as transactions not involving a public offering[176](index=176&type=chunk) [Use of Proceeds](index=42&type=section&id=Use%20of%20Proceeds) This section outlines how the company utilized proceeds from its initial public offering - The IPO generated aggregate gross proceeds of **$425,000,000** from the sale of **42,000,000 Units** and an additional **500,000 Units** from the over-allotment option[178](index=178&type=chunk) - A total of **$425,000,000** from the net proceeds of the Units and Private Placement Warrants was deposited into the Trust Account[181](index=181&type=chunk) - Transaction costs for the IPO amounted to **$24,006,835**, including underwriting discounts and other cash offering costs[181](index=181&type=chunk) - As of **March 31, 2021**, **$2,154,451** of cash was held outside the Trust Account for working capital purposes[181](index=181&type=chunk) [Item 3. Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that the company has not defaulted on any senior securities - There were no defaults upon senior securities[183](index=183&type=chunk) [Item 4. Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable[184](index=184&type=chunk) [Item 5. Other Information](index=44&type=section&id=Item%205.%20Other%20Information) This section reports that no other material information is required to be disclosed - No other information was reported[185](index=185&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists all supplementary documents and certifications filed with the report - The exhibits include the Amended and Restated Certificate of Incorporation, Bylaws, Specimen Unit/Stock/Warrant Certificates, Warrant Agreement, Letter Agreement, Investment Management Trust Agreement, Registration Rights Agreement, Administrative Services Agreement, Sponsor Warrant Purchase Agreement, Form of Indemnity Agreement, and CEO/CFO Certifications[187](index=187&type=chunk)[189](index=189&type=chunk) [Signatures](index=48&type=section&id=Signatures) This section contains the official signatures of the company's Chief Executive Officer and Chief Financial Officer - The report was signed by **Dr. Whitney Haring-Smith**, Chief Executive Officer, and **John W. Joy**, Chief Financial Officer, on **May 17, 2021**[194](index=194&type=chunk)