SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Anzu SPAC GP I LLC
(Last) (First) (Middle)
12610 RACE TRACK ROAD
(Street)
TAMPA FL 33626
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Envoy Medical, Inc. [ COCH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.0001 per share 12/20/2024 C(1) 1,028,986 A $0 2,028,986 D(2)
Class A Common Stock, par value $0.0001 per share 12/23/2024 J(3) 2,028,986 D $0 0 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock, par value $0.0001 per share $3.63(4) 12/20/2023 C 373,333(1) (5) (5) Class A Common Stock, par value $0.0001 per share 1,028,986(1) $0(5) 2,126,667 D(2)
1. Name and Address of Reporting Person*
Anzu SPAC GP I LLC
(Last) (First) (Middle)
12610 RACE TRACK ROAD
(Street)
TAMPA FL 33626
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Haring-Smith Whitney
(Last) (First) (Middle)
12610 RACE TRACK ROAD
SUITE 250
(Street)
TAMPA FL 33626
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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").
2. 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.
3. Represents a pro-rata distribution in-kind by the Sponsor to its members for no consideration.
4. 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.
5. 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.
/s/ Andrew P. Campbell as attorney-in-fact for Anzu SPAC GP I LLC 12/26/2024
/s/ Andrew P. Campbell as attorney-in-fact for Dr. Whitney Haring-Smith 12/26/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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