Item 8.01. Other Events.
The management of
As noted in the Extension Proxy Statement:
"Anzu has entered into a letter of intent regarding a business combination with
a US-based medical device company that has developed and is in early clinical
testing of an implanted device that already received "Breakthrough Device
Designation" from the
Attached hereto as Exhibit 99.1 and incorporated herein by reference is an
investor presentation which provides an overview of
Anzu management continues to work with stockholders, legal advisors, accounting advisors, and other stakeholders to complete the Extension Amendment Proposal and Proposed Business Combination.
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 Stockholder Meeting and the Proposed
Business Combination. The forward-looking statements contained in this Current
Report on Form 8-K reflect Anzu'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. Anzu 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 Anzu to obtain the requisite approvals for the
Extension Amendment Proposal; the amount of redemptions by Anzu's public
stockholders in connection with the Stockholder Meeting and the Proposed
Business Combination; the inability of the parties to enter into a definitive
agreement relating to a business combination on the timeline discussed herein or
at all; the inability of the parties to successfully or timely consummate the
Proposed 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 the Proposed Business Combination or that the approval of
stockholders is not obtained; failure to realize the anticipated benefits of the
Proposed Business Combination; and other risks and uncertainties set forth in
the section entitled "Risk Factors" in the Extension Proxy Statement, in Anzu's
Annual Report on Form 10-K for the year ended
Additional Information and Where to Find It
In connection with the Proposed Business Combination, Anzu and Envoy intend to prepare, and Anzu intends to file a registration statement on Form S-4 (the "Registration Statement") containing a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to Anzu's stockholders in connection with Anzu's solicitation of proxies for the vote by Anzu's stockholders with respect to the Proposed Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in connection with the Proposed Business Combination. When available, Anzu will mail the definitive proxy statement/prospectus and other relevant documents to its stockholders as of a record date to be established for voting on the Proposed Business Combination. This Current Report on Form 8-K is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Anzu will send to its stockholders in connection with the Proposed Business Combination. Investors and security holders are urged to read, when available, the preliminary proxy statement/prospectus in connection with Anzu's solicitation of proxies for its special meeting of stockholders to be held to approve the Proposed Business Combination (and related matters) and general amendments thereto and the definitive proxy statement/prospectus because the proxy statement/prospectus will contain important information about the Proposed Business Combination and the parties to the Proposed Business Combination.
Copies of the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed by Anzu or Envoy with the
Participants in the Solicitation
Anzu and its directors, executive officers, other members of management, and
employees, under
Envoy and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Anzu in connection with the Proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Business Combination will be included in the proxy statement/prospectus for the Proposed Business Combination when available.
No Offer or Solicitation
This Current Report on Form 8-K relates to the Proposed Business Combination and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, or an exemption therefrom, and otherwise in accordance with applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 99.1 Investor Presentation datedFebruary 6, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source