Business Context and Reporting Period
This Form 8-K was filed by Anzu Special Acquisition Corp I, a special purpose acquisition company, on December 2, 2021, with the report signed December 3, 2021. The filing is not filed by Envoy Medical, Inc.; the source identifies Anzu as the registrant.
Key Financial Matters
- The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity figures.
- Management stated that the announced accounting changes are not expected to affect the Company’s cash position or cash held in the trust account established in connection with its initial public offering.
- The Company determined that its Class A common stock subject to possible redemption should be valued at $10.00 per share and should not reflect the restriction that redemptions cannot reduce net tangible assets below $5,000,001.
Material Changes Versus Prior Filings
- Management and the audit committee concluded that the previously issued audited balance sheet as of March 4, 2021, interim financial statements for the quarters ended March 31, June 30, and September 30, 2021, and the related March 10, 2021 audit report should no longer be relied upon.
- The issue involves a reclassification between temporary and permanent equity and a related restatement of the initial carrying value of redeemable Class A common stock.
- The Company planned to amend its third-quarter Form 10-Q to restate the affected financial statements.
Guidance, Risks, and Unusual Items
- Management identified a material weakness in internal control over financial reporting and concluded that disclosure controls and procedures were not effective as of September 30, 2021.
- The Company stated that the forthcoming Form 10-Q/A would provide more detail regarding remediation of the material weakness.
- The filing contains forward-looking statements regarding cash and trust-account balances and cautions that actual results may differ materially. The Company disclaimed an obligation to update those statements.
Investor Verification Items
- Verify the subsequent Form 10-Q/A and the final restated balances for redeemable Class A common stock and temporary versus permanent equity.
- Review management’s remediation plan, testing results, and any updated assessment of disclosure controls and internal control over financial reporting.
- Confirm that cash and trust-account balances were unchanged by the restatement.
- Confirm the applicable registrant and transaction context, because the provided metadata names Envoy Medical, Inc., while the filing identifies Anzu Special Acquisition Corp I.