Item 1.01. Entry into a Material Definitive Agreement.
On February 23, 2023, in connection with the special meeting of
stockholders (the “Special Meeting”) of Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”),
to extend the date by which the Company has to consummate a business combination from March 4, 2023 to September 30, 2023 or
such earlier date as determined by the Company’s board of directors (the “Extension Amendment Proposal”), the
Company and Anzu SPAC GP I LLC (the “Sponsor”) entered into extension support agreements (the “Extension Support
Agreements”) with several unaffiliated third parties (each, a “Holder”), pursuant to which each Holder agreed
to (i) notify the Sponsor at least three business days prior to the Special Meeting regarding the number of shares of the Company’s
Class A common stock (“Public Shares”) that such Holder intends to redeem and the number of Public Shares that
such Holder intends to retain in connection with the Special Meeting and (ii) vote (and to cause its controlled affiliates to vote)
all Public Shares beneficially owned them on the record date for the Special Meeting in favor of the Extension Amendment Proposal. In
exchange, the Sponsor agreed to transfer, immediately following consummation of an initial business combination, 20,000 shares of the
Company’s Class B common stock (“Founder Shares”) to each Holder for every 100,000 Public Shares held by
such Holder immediately following the Special Meeting, up to a maximum of 80,000 Founder Shares to each Holder. Pursuant to the Extension
Support Agreements, the Holders agreed to vote an aggregate of 3,311,894 Public Shares in favor of the Extension Amendment Proposal.
The Extension Support Agreements are expected to increase the likelihood
that the Extension Amendment Proposal is approved by the Company’s stockholders and may increase the amount of funds that remain
in the Company’s trust account following the Special Meeting. The Company can provide no assurances, however, that (i) the
Extension Amendment Proposal will be approved at the Special Meeting or prior to March 4, 2023, or (ii) the Company will have
sufficient funds in its trust account following the Special Meeting to satisfy the conditions of the letter of intent signed with the
Company’s intended business combination target.
The foregoing summary of the Extension Support Agreements does not
purport to be complete and is qualified in its entirety by reference to the form of Extension Support Agreement filed as Exhibit 10.1
to this Current Report on Form 8-K, which is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-Looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Such statements
may include, but are not limited to, statements regarding the Special Meeting, the approval of the Extension Amendment Proposal, the funds
remaining in the Company’s trust account following the Special Meeting and the consummation of an initial business combination.
The forward-looking statements contained in this Current Report on Form 8-K reflect the Company’s current views about future
events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its
actual results to differ significantly from those expressed in any forward-looking statement. The Company does not guarantee that the
transactions and events described will happen as described (or that they will happen at all). These forward-looking statements are subject
to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political,
and legal conditions; the failure of the Company to obtain the requisite approvals for the Extension Amendment Proposal; the amount of
redemptions by the Company’s public stockholders in connection with the Special Meeting and an initial business combination; the
inability of the parties to successfully or timely consummate an initial business combination, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or
the expected benefits of an initial business combination or that the approval of stockholders is not obtained; and other risks and uncertainties
set forth in the section entitled “Risk Factors” in the Company’s definitive proxy statement, filed with the SEC on
January 20, 2023, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with
the SEC on March 31, 2022 and in other reports the Company files with the SEC. If any of these risks materialize or the Company’s
assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While
forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company
disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors,
new information, data or methods, future events or other changes after the date of this Current Report on Form 8-K, except as required
by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently
available to the Company.