4//SEC Filing
Anzu SPAC GP I LLC 4
Accession 0001140361-24-050420
CIK 0001840877other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 5:39 PM ET
Size
12.3 KB
Accession
0001140361-24-050420
Insider Transaction Report
Form 4
Anzu SPAC GP I LLC
10% Owner
Transactions
- Other
Class A Common Stock, par value $0.0001 per share
2024-12-23−2,028,986→ 0 total - Conversion
Series A Preferred Stock, par value $0.0001 per share
2023-12-20−373,333→ 2,126,667 totalExercise: $3.63→ Class A Common Stock, par value $0.0001 per share (1,028,986 underlying) - Conversion
Class A Common Stock, par value $0.0001 per share
2024-12-20+1,028,986→ 2,028,986 total
Haring-Smith Whitney
DirectorChief Executive Officer
Transactions
- Conversion
Class A Common Stock, par value $0.0001 per share
2024-12-20+1,028,986→ 2,028,986 total - Conversion
Series A Preferred Stock, par value $0.0001 per share
2023-12-20−373,333→ 2,126,667 totalExercise: $3.63→ Class A Common Stock, par value $0.0001 per share (1,028,986 underlying) - Other
Class A Common Stock, par value $0.0001 per share
2024-12-23−2,028,986→ 0 total
Footnotes (5)
- [F1]On December 20, 2024, Anzu SPAC GP I LLC (the "Sponsor") converted 373,333 shares of Series A Preferred Stock, par value $0.0001 ("Preferred Stock") of Envoy Medical, Inc. (the "Issuer") into 1,028,986 shares of Class A Common Stock, par value $0.0001 per share ("Common Stock") pursuant to the terms set forth in the Certificate of Designation for the Preferred Stock (the "Certificate of Designation").
- [F2]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.
- [F3]Represents a pro-rata distribution in-kind by the Sponsor to its members for no consideration.
- [F4]As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 20, 2024, pursuant to the Conversion and Waiver Agreement between the Issuer and the Sponsor, among other things, the Issuer made a voluntary, temporary reduction in the conversion price, pursuant to the terms of the Certificate of Designation, of all of the outstanding shares of Preferred Stock effective December 20, 2024 through January 20, 2025 from $11.50 per share of Common Stock issuable upon conversion of a share of Preferred Stock to $3.63, with the conversion ratio determined by dividing the $10.00 original issue price of the Preferred Stock by such conversion price.
- [F5]The shares of Preferred Stock have no expiration date. The shares of Preferred Stock are subject to mandatory conversion into shares of Common Stock at the Issuer's sole discretion upon the occurrence of certain events specified in the Certificate of Designation. In addition, holders of Preferred Stock have the right, at any time at such preferred stockholder's option, to convert each share of Preferred Stock to shares of 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 Common Stock, such as stock splits and combinations, or the distribution of options, rights or warrants, as described in the Certificate of Designation.
Documents
Issuer
Envoy Medical, Inc.
CIK 0001840877
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001846378
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 5:39 PM ET
- Size
- 12.3 KB