Current Report Filing (8-k)
02 Marzo 2023 - 5:40AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 28, 2023
Anzu Special Acquisition Corp I
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction
of incorporation) |
|
001-40133
(Commission
File Number) |
|
86-1369123
(IRS Employer
Identification No.) |
12610
Race Track Road, Suite 250
Tampa,
FL
(Address of principal executive
offices) |
|
33626
(Zip Code) |
Registrant’s
telephone number, including area code: (202) 742-5870
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbols |
|
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 whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
ANZUW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On February 28, 2023, Anzu Special Acquisition
Corp I, a Delaware corporation (the “Company”), filed an amendment (the “Amendment”) to the Company’s
amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The Amendment extends the date
by which the Company has to consummate an initial business combination from March 4, 2023 to September 30, 2023 or such earlier
date as determined by the Company’s board of directors (the “Board”). The Company’s stockholders approved
the Amendment at the Special Meeting (as defined below).
The foregoing summary of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On February 28, 2023, the Company reconvened
its special meeting of stockholders, which was originally scheduled for February 9, 2023, adjourned until February 21, 2023
and further adjourned until February 28, 2023 (the “Special Meeting”). At the Special Meeting, a total of 42,970,235
(80.89%) of the Company’s issued and outstanding shares of Class A common stock, par value $0.0001 per share (“Public
Shares”), and Class B common stock, par value $0.0001 per share (together with the Public Shares, the “Common
Stock”), held of record at the close of business on January 17, 2023, the record date for the Special Meeting, were present
either in person or by proxy, which constituted a quorum.
The final results for each of the matters submitted
to a vote of the Company’s stockholders at the Special Meeting, which are described in more detail in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission on January 20, 2023 (as amended and supplemented from time to time,
the “Proxy Statement”), were as follows:
Proposal
No. 1 - The Extension Amendment Proposal – The stockholders approved a proposal to amend the Company’s amended
and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination from
March 4, 2023 to September 30, 2023 or such earlier date as determined by the Board (the “Extension Amendment Proposal”).
Passage of the Extension Amendment Proposal required approval by the affirmative vote of at least 65% of the Company’s issued and
outstanding shares of Common Stock. The voting results were as follows:
For |
|
Against |
|
Abstain |
36,753,901 |
|
6,216,334 |
|
0 |
Proposal
No. 2 - The Adjournment Proposal – The stockholders approved a proposal to adjourn the Special Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder
Meeting, there are insufficient shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct
business at the Special Meeting or at the time of the Special Meeting to approve the Extension Amendment Proposal or if the Maximum Redemption
Condition (as defined in the Proxy Statement) is not met and is not waived by the Board in its sole discretion (the “Adjournment
Proposal”). Passage of the Adjournment Proposal required a majority of the Company’s outstanding shares of Common Stock.
The voting results were as follows:
For |
|
Against |
|
Abstain |
38,984,445 |
|
3,985,790 |
|
0 |
Although the Adjournment Proposal received sufficient
votes to be approved, it was not presented for adoption and no motion to adjourn was made because the adjournment of the Special Meeting
was determined not to be necessary given the passage of the Extension Amendment Proposal.
Item 8.01. Other Information.
In
connection with the Special Meeting, stockholders holding 38,187,226 Public Shares exercised their right to redeem their shares for a
pro rata portion of the funds in a trust account (the “Trust Account”) established to hold a portion of the proceeds
of the Company’s initial public offering and the concurrent sale of private placement warrants. As a result, approximately $387.5
million (approximately $10.15 per Public Share) will be removed from the Trust Account to pay such holders and approximately $45.2
million will remain in the Trust Account. Following redemptions, the Company will have 4,312,774 Public Shares outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
Dated: March 2, 2023
|
Anzu Special Acquisition Corp I |
|
|
|
By: |
/s/ Dr. Whitney Haring-Smith |
|
|
Dr. Whitney Haring-Smith
Chief Executive Officer |
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