UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On December 2, 2021, management and the audit committee (the “Audit Committee”) of the board of directors of Anzu Special Acquisition Corp I (the “Company”) concluded that the Company’s previously issued (i) audited balance sheet as of March 4, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q” and such periods, collectively, the “Affected Periods”), should no longer be relied upon due to a reclassification of the Company’s temporary and permanent equity and resulting restatement of the initial carrying value of the Company’s Class A common stock subject to possible redemption (and related changes). In addition, the audit report of WithumSmith+Brown, PC, the Company’s independent registered accounting firm (“Withum”), included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2021 should no longer be relied upon. The reclassification has resulted from a determination by the Company’s management that the Class A common stock, par value $0.0001 per share, issued in connection with its initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside of the Company’s control. Therefore, the Class A common stock subject to possible redemption should be valued at $10.00 per share and should not take into account the fact that a redemption of Class A common stock cannot result in net tangible assets being less than $5,000,001.
As such, the Company will restate its financial statements for the Affected Periods in an amendment to the Q3 Form 10-Q (the “Q3 Form 10-Q/A”).
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the initial public offering (the “Trust Account”).
The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as of September 30, 2021. The Company’s intends to describe remediation with respect to such material weakness in more detail in the forthcoming Q3 Form 10-Q/A.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with Withum, the Company’s independent registered accounting firm.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s cash position and cash held in its Trust Account. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
SIGNATURES
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.
| Anzu Special Acquisition Corp I | ||
| Dated: December 3, 2021 | By: | /s/ Dr. Whitney Haring-Smith |
| Dr. Whitney Haring-Smith | ||
| Chief Executive Officer | ||