Anzu Special Acquisition Corp I filed SEC Form 8-K: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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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 14, 2023, the audit committee (the “Audit Committee”) of the board of directors of Envoy Medical, Inc. (the “Company”), after considering the recommendations of management, concluded that the Company’s previously issued unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 (the “Previous Financial Statements” and such period, the “Affected Period”), should no longer be relied upon.
The determination relates to the Company’s interpretation of the accounting guidance applicable to the forward purchase agreement, dated April 17, 2023, by and among the Company, Envoy Medical Corporation, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC (as amended to date, the “FPA”). The Company expects to restate the accounting treatment of the FPA for the Affected Period to reclassify the prepayment amount, currently recorded as part of the forward purchase agreement assets in the condensed consolidated balance sheet of the Previous Financial Statements, to the equity section of the condensed consolidated balance sheet with any remaining balance of the prepaid forward contract, including the maturity consideration and the share consideration, as non-current liabilities in its condensed consolidated balance sheet for the Affected Period.
Management concluded that the error above is consistent with the Company’s existing material weaknesses in internal control over financial reporting as of September 30, 2023, as previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.
The Company’s management and the Audit Committee have discussed the matters described herein with Grant Thornton LLP, the Company’s independent registered public accounting firm.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements regarding, among other things, the plans of the Company. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. 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 may be adversely affected by other economic, business, or competitive factors, and other risks and uncertainties, including those described under the header “Risk Factors” in the Company’s proxy statement/prospectus filed with the Securities and Exchange Commission on September 14, 2023, and in future SEC filings. New risk factors that may affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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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.
| ENVOY MEDICAL, INC. | ||
| December 19, 2023 | By: | /s/ Brent T. Lucas |
| Brent T. Lucas | ||
| Chief Executive Officer | ||
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