Envoy Medical Inc

As filed with the Securities and Exchange Commission on January 18, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

4875 White Bear Parkway

White Bear Lake, MN 55110

Tel: (877) 900-3277

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brent T. Lucas

Chief Executive Officer

4875 White Bear Parkway

White Bear Lake, MN 55110

Tel: (877) 900-3277

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

David P. Slotkin

Andrew P. Campbell

Morrison & Foerster LLP

2100 L Street NW, Suite 900

Washington, DC 20037

Tel: (202) 887-1500

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION — DATED JANUARY 18, 2024

PRELIMINARY PROSPECTUS

Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants

Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock

13,418,923 Shares of Class A Common Stock

3,874,394 Warrants

This prospectus relates to the issuance by us of up to an aggregate of 21,954,103 shares of our Class A common stock, $0.0001 par value per share (“Class A Common Stock”), consisting of:

(i) up to 14,166,666 shares of Class A Common Stock that are issuable upon the exercise of 14,166,666 warrants (“Public Warrants”) originally issued by our predecessor company, Anzu Special Acquisition Corp I (“Anzu”), as part of its initial public offering (“IPO”) of units at a price of $10.00 per unit, with each unit consisting of one share of Anzu Class A Common Stock and one-third of one Public Warrant;

(ii) up to 3,874,394 shares of Class A Common Stock that are issuable upon the exercise of 3,874,394 warrants (“Shortfall Warrants” and, together with the Public Warrants, the “Warrants”) issued to the Meteora FPA Parties (as defined below) for no additional consideration pursuant to the Forward Purchase Agreement, dated April 17, 2023 (as amended to date, the “Forward Purchase Agreement”) by and among Anzu, Envoy Medical Corporation (“Legacy Envoy”) and Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSOF, MSTO and MSC collectively as the “Meteora FPA Parties”);

(iii) up to 2,173,913 shares of Class A Common Stock issuable upon conversion of 2,500,000 shares of our Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), issued to Anzu SPAC GP I LLC (the “Sponsor”) concurrently with the Closing (as defined below) in a private exchange offer for 2,500,000 shares of Anzu’s Class B common stock, par value $0.001 per share (the “Anzu Class B Common Stock”), originally issued in connection with the IPO at a price of $0.002 per share;

(iv) up to 869,565 shares of Class A Common Stock issuable upon conversion of an aggregate of 1,000,000 shares of Series A Preferred Stock issued to AICP III L.P., Anzu Industrial Capital Partners III, L.P. and Anzu Industrial Capital Partners III QP, L.P. (collectively, the “PIPE Investors”), each an affiliate of the Sponsor, in connection with the Closing at a price of $10.00 per share; and

(v) up to 869,565 shares of Class A Common Stock issuable upon conversion of 1,000,000 shares of Series A Preferred Stock issued to GAT Funding, LLC (“GAT”) in connection with the Closing in exchange for the Envoy Bridge Note (as defined below) at a price of $10.00 per share.

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”) of up to 3,874,394 Shortfall Warrants and up to 21,206,360 shares of Class A Common Stock (the “Total Resale Shares”), consisting of:

(i) up to 3,874,394 shares of Class A Common Stock that are issuable upon the exercise of 3,874,394 Shortfall Warrants issued to the Meteora FPA Parties for no additional consideration pursuant to the Forward Purchase Agreement;

(ii) up to 2,173,913 shares of Class A Common Stock issuable upon conversion of 2,500,000 shares of Series A Preferred Stock issued to the Sponsor concurrently with the Closing in a private exchange offer for 2,500,000 shares of Anzu Class B Common Stock originally issued in connection with the IPO at a price of $0.002 per share;

(iii) up to 869,565 shares of Class A Common Stock issuable upon conversion of an aggregate of 1,000,000 shares of Series A Preferred Stock issued to the PIPE Investors in connection with the Closing at a price of $10.00 per share;

(iv) up to 869,565 shares of Class A Common Stock issuable upon conversion of 1,000,000 shares of Series A Preferred Stock issued to GAT in connection with the Closing in exchange for the Envoy Bridge Note at a price of $10.00 per share;

(v) 2,000,000 shares of Class A Common Stock (1,000,000 of which remain unvested and subject to forfeiture and will vest upon the approval from the United States Food and Drug Administration (the “FDA”) of the Acclaim or upon a change of control of the Company) issued to the Sponsor concurrently with the Closing upon conversion of 2,000,000 shares of Anzu Class B Common Stock originally issued in connection with the IPO at a price of $0.002 per share;

(vi) an aggregate of 125,000 shares of Class A Common Stock issued to Anzu’s former directors concurrently with the Closing upon conversion of 125,000 shares of Anzu Class B Common Stock originally issued in connection with the IPO at a price of $0.002 per share;

(vii) an aggregate of 490,000 shares of Class A Common Stock issued to the Sponsor concurrently with the Closing upon conversion of 490,000 shares of Anzu Class B Common Stock and subsequently transferred by the Sponsor to certain third parties for no additional consideration pursuant to (a) side letter agreements, dated December 6, 2021 (the “Side Letter Agreements”), by and between the Sponsor and certain institutional investors (the “Legacy Forward Purchasers”) and (b) extension support agreements (the “Extension Support Agreements”) by and among Anzu, the Sponsor and several unaffiliated third parties (the “Extension Support Parties”);

(viii) an aggregate of 8,512 shares of Class A Common Stock issued to the Meteora FPA Parties concurrently with the Closing for no additional consideration pursuant to the Forward Purchase Agreement; and

(ix) an aggregate of 10,795,411 shares of Class A Common Stock issued to certain of Legacy Envoy’s former directors, officers and 5% or greater shareholders (collectively, the “Key Seller Stockholders”) concurrently with the Closing, and as consideration of the Business Combination (as defined below), upon the conversion of an aggregate of 169,731,160 shares of Envoy Common Stock (as defined below) held by the Key Seller Stockholders into shares of Class A Common Stock.

We will not receive any proceeds from the sale of Shortfall Warrants or Class A Common Stock by the Selling Securityholders pursuant to this prospectus. Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share and each Shortfall Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $10.46 per share, subject to adjustment. We will receive up to $203.4 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash, but not from the sale of the shares of Class A Common Stock issuable upon such exercise. As of the date of this prospectus, the Warrants are “out of the money,” which means that the trading price of the shares of Class A Common Stock underlying the Public Warrants is below the $11.50 exercise price of the Public Warrants and the trading price of the shares of Class A Common Stock underlying the Shortfall Warrants is below the $10.46 exercise price of the Shortfall Warrants. For so long as the Warrants remain “out of the money,” we do not expect warrantholders to exercise their warrants and, therefore, we do not expect to receive cash proceeds from any such exercise. Accordingly, the exercises of the Warrants are dependent on the market price of our Class A Common Stock. To the extent that the market prices of the Class A Common Stock exceeds $11.50 and $10.46, warrantholders may exercise their Public Warrants and Shortfall Warrants, respectively, and sell the underlying Class A Common Stock, which may have negative impact on the market prices of the Class A Common Stock. See “Risk Factors — There is no guarantee that the Public Warrants will be in the money, and they may expire worthless and the terms of our Public Warrants may be amended” for more information.

Certain of the Selling Securityholders holding an aggregate of 12,905,049 shares of Class A Common Stock (the “Restricted Stockholders”) have agreed, subject to certain exceptions, not to sell their shares of Class A Common Stock during the period beginning on September 29, 2023 (the “Closing Date”) and ending on the first to occur of (a) March 29, 2024, (b) if the last sale price of our Class A Common Stock equals or exceeds $10.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or (c) such date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property (the “Lock-Up Period”). Once such resale restrictions end, the market price of our Class A Common Stock could decline if the Restricted Stockholders sell their shares or are perceived by the market as intending to sell them.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of their Shortfall Warrants or Class A Common Stock. The Selling Securityholders may offer, sell or distribute all or a portion of their Shortfall Warrants and Class A Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of Shortfall Warrants or Class A Common Stock by the Selling Securityholders pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell their Shortfall Warrants and Class A Common Stock in the section entitled “Plan of Distribution.”

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our Class A Common Stock and Public Warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “COCH” and “COCHW,” respectively. On January 12, 2024, the closing price of our Class A Common Stock was $1.31 and the closing price for our Public Warrants was $0.02.

In connection with the Business Combination (as defined below), holders of 2,386,294 shares of Class A Common Stock exercised their right to redeem those shares for cash at a price of approximately $10.46 per share, for an aggregate price of approximately $25 million, which represented approximately 55.3% of the total shares of Class A Common Stock then outstanding. The Total Resale Shares represent a substantial percentage of our total outstanding Class A Common Stock as of the date of this prospectus. The Total Resale Shares being offered for resale in this prospectus represent 73.9% of our current total outstanding Class A Common Stock (assuming that no Public Warrants are exercised and all outstanding shares of Series A Preferred Stock are converted into Class A Common Stock). Further, certain Selling Securityholders beneficially own a significant percentage of our outstanding Class A Common Stock. Glen A. Taylor beneficially owns 10,290,049 shares, or 52.6%, of our Class A Common Stock and 1,000,000 shares, or 22.2%, of our Series A Preferred Stock. The Sponsor beneficially owns 2,000,000 shares (1,000,000 of which remain unvested and subject to forfeiture and will vest upon the FDA approval of the Acclaim or upon a change of control of the Company), or 10.2%, of our Class A Common Stock and 3,500,000 shares, or 77.8%, of our Series A Preferred Stock. The sale of all securities being offered in this prospectus could result in a significant decline in the public trading price of our Class A Common Stock. Even if the current trading price of the Class A Common Stock is at or significantly below the price at which the units were issued in Anzu’s IPO, some of the Selling Securityholders may still have an incentive to sell because they could still profit on sales due to the lower price at which they purchased their shares compared to the public investors. The public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price. See “Risk Factors — The sale of all of the securities registered for issuance and resale hereunder and future sales of substantial amounts of our securities in the public market by the Selling Securityholders and/or by our existing securityholders (including the shares of Class A Common Stock issuable upon exercise of the Warrants and conversion of the Series A Preferred Stock), or the perception that such sales may occur, may cause the market price of our securities to decline significantly.” Based on the closing price of our Class A Common Stock as of January 12, 2024 of $1.31, the Sponsor may experience potential profit of up to $1.308 per share (or approximately $2.6 million in the aggregate based on the Sponsor holding 2,000,000 shares of Class A Common Stock) based on the Sponsor’s initial purchase price of approximately $0.002 per share. Public securityholders may not be able to experience the same positive rates of return on securities they purchase due to the low price at which the Sponsor purchased the shares of Class A Common Stock.

See the section entitled “Risk Factors” beginning on page 6 of this prospectus and in other documents that are incorporated by reference in this prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.