4//SEC Filing
Anzu SPAC GP I LLC 4
Accession 0001062993-23-018937
CIK 0001840877other
Filed
Oct 2, 8:00 PM ET
Accepted
Oct 3, 9:58 PM ET
Size
23.2 KB
Accession
0001062993-23-018937
Insider Transaction Report
Form 4
Anzu SPAC GP I LLC
10% Owner
Transactions
- Other
Class B Common Stock, par value $0.0001 per share
2023-09-29−2,500,000→ 2,490,000 total→ Class A Common Stock, par value $0.001 per share (2,500,000 underlying) - Other
Series A Preferred Stock, par value $0.0001 per share
2023-09-29+2,500,000→ 2,500,000 totalExercise: $11.50→ Class A Common Stock, par value $0.0001 per share (2,173,913 underlying) - Disposition to Issuer
Class B Common Stock, par value $0.0001 per share
2023-09-29−5,510,000→ 4,990,000 total→ Class A Common Stock, par value $0.0001 per share (5,510,000 underlying) - Conversion
Class A Common Stock, par value $0.0001 per share
2023-09-29+2,490,000→ 2,490,000 total - Other
Class A Common Stock, par value $0.0001 per share
2023-09-29−490,000→ 2,000,000 total - Purchase
Series A Preferred Stock, par value $0.0001 per share
2023-09-29$10.00/sh+1,000,000$10,000,000→ 1,000,000 total(indirect: See footnote 6)Exercise: $11.50→ Class A Common Stock, par value $0.0001 per share (869,565 underlying) - Conversion
Class B Common Stock, par value $0.0001 per share
2023-09-29−2,490,000→ 0 total→ Class A Common Stock, par value $0.0001 per share (2,490,000 underlying)
Haring-Smith Whitney
DirectorChief Executive Officer
Transactions
- Other
Class A Common Stock, par value $0.0001 per share
2023-09-29−490,000→ 2,000,000 total - Conversion
Class A Common Stock, par value $0.0001 per share
2023-09-29+2,490,000→ 2,490,000 total - Purchase
Series A Preferred Stock, par value $0.0001 per share
2023-09-29$10.00/sh+1,000,000$10,000,000→ 1,000,000 total(indirect: See footnote 6)Exercise: $11.50→ Class A Common Stock, par value $0.0001 per share (869,565 underlying) - Other
Series A Preferred Stock, par value $0.0001 per share
2023-09-29+2,500,000→ 2,500,000 totalExercise: $11.50→ Class A Common Stock, par value $0.0001 per share (2,173,913 underlying) - Other
Class B Common Stock, par value $0.0001 per share
2023-09-29−2,500,000→ 2,490,000 total→ Class A Common Stock, par value $0.001 per share (2,500,000 underlying) - Conversion
Class B Common Stock, par value $0.0001 per share
2023-09-29−2,490,000→ 0 total→ Class A Common Stock, par value $0.0001 per share (2,490,000 underlying) - Disposition to Issuer
Class B Common Stock, par value $0.0001 per share
2023-09-29−5,510,000→ 4,990,000 total→ Class A Common Stock, par value $0.0001 per share (5,510,000 underlying)
Footnotes (10)
- [F1]These shares were issued in connection with the automatic conversion of an equal number of shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), which converted to Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), upon the closing (the "Closing") of the business combination between Anzu Special Acquisition Corp. I and Envoy Medical Corporation (the "Business Combination").... (continued)
- [F10]On September 29, 2023, in connection with the Closing, each share of Class B Common Stock automatically converted into one share of Class A Common Stock.
- [F2](Continued from footnote 1) ...Prior to the Closing, Anzu SPAC GP I LLC (the "Sponsor") beneficially owned 10,500,000 shares of Class B Common Stock. In connection with the Closing, the Sponsor forfeited 5,510,000 shares of Class B Common Stock and exchanged 2,500,000 shares of Class B Common Stock for an equal number of shares of Series A Preferred Stock, par value $0.0001 ("Series A Preferred Stock") in a private exchange offer. The Issuer's remaining 2,490,000 shares of Class B Common Stock automatically converted to an equal number of shares of Class A Common Stock upon the Closing.
- [F3]Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
- [F4]The Sponsor transferred an aggregate of 490,000 shares of Class A Common Stock to various third parties pursuant to (i) the extension support agreements between the Issuer, the Sponsor and several unaffiliated third parties and (ii) the side letter agreements between the Sponsor and certain institutional investors.
- [F5]1,000,000 of these shares have vested. The remaining 1,000,000 shares remain unvested and subject to forfeiture, and will vest upon the U.S. Food and Drug Administration's approval of the Issuer's Acclaim cochlear implant device or upon a change of control of the Issuer. All 2,000,000 shares are subject to a contractual lock-up agreement and may only be transferred in accordance with the terms thereof.
- [F6]These shares of Series A Preferred Stock have no expiration date. These shares of Series A Preferred Stock are subject to mandatory conversion into shares of Class A Common Stock at the Issuer's sole discretion upon the occurrence of certain events specified in the Certificate of Designation. In addition, holders of Series A Preferred Stock have the right, at any time at such preferred stockholder's option, to convert each share of Series A Preferred Stock to shares of Class A Common Stock based on the ratio determined by dividing the Original Issuance Price of $10.00 per share by the Conversion Price of $11.50 per share, subject to certain customary adjustments in the event of certain events affecting the price of the Class A Common Stock, such as stock splits and combinations, or the distribution of options, rights or warrants, as described in the Certificate of Designation.
- [F7]On April 17, 2023, the Issuer entered into a subscription agreement with the Sponsor pursuant to which AICP III L.P., Anzu Industrial Capital Partners III, L.P. and Anzu Industrial Capital Partners III QP, L.P., each an affiliate of the Sponsor, paid an aggregate $10,000,000 in exchange for 1,000,000 shares of Series A preferred stock, par value $0.0001 per share ("Series A Preferred Stock"), which shares were issued to such affiliates on September 29, 2023.
- [F8]On September 29, 2023, in connection with the Closing, an aggregate of 2,500,000 shares of Series A Preferred Stock were issued to the Sponsor in exchange for 2,500,000 shares of Class B Common Stock held by the Sponsor in a private exchange offer.
- [F9]On September 29, 2023, in connection with the Closing, the Sponsor forfeited 5,510,000 shares of Class B Common Stock.
Issuer
Envoy Medical, Inc.
CIK 0001840877
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001846378
Filing Metadata
- Form type
- 4
- Filed
- Oct 2, 8:00 PM ET
- Accepted
- Oct 3, 9:58 PM ET
- Size
- 23.2 KB