ANZU SPECIAL ACQUISITION CORP I Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

ANZU SPECIAL ACQUISITION CORP I

Report of Independent Registered Public

To the Stockholders and Board of Directors

Anzu Special Acquisition Corp I

Opinion on the Financial Statement

We have audited the accompanying balance

sheet of Anzu Special Acquisition Corp. (the "Company") as of March 4, 2021, and the related notes (collectively referred

to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects,

the financial position of the Company as of March 4, 2021, in conformity with accounting principles generally accepted in the United

This financial statement is the responsibility

of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with

the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor

were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to

obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures

that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable

basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor

ANZU SPECIAL ACQUISITION CORP I

The accompanying notes are an integral part

of the financial statement.

ANZU SPECIAL ACQUISITION CORP I

NOTES TO FINANCIAL STATEMENT

Note 1 - Organization and

Anzu Special Acquisition Corp I (the "Company")

is a newly organized blank check company incorporated as a Delaware corporation on December 28, 2020. The Company was formed for

the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business

combination with one or more businesses ("Business Combination"). The Company has not selected any specific business

combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly,

with any business combination target with respect to the Business Combination.

The Company has selected December 31 as

its fiscal year end.

As of March 4, 2021, the Company had not

commenced any operations. All activity for the period from December 28, 2020 (inception) through March 4, 2021 relates to the Company's

formation and the initial public offering ("IPO"), which is described below. The Company will not generate any operating

revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income

in the form of interest income from the proceeds derived from the IPO.

The Company's sponsor is Anzu SPAC

GP I LLC, a Delaware limited liability company (the "Sponsor").

The registration statement for the Company's

IPO was declared effective on March 1, 2021 (the "Effective Date"). On March 4, 2021, the Company consummated

the IPO of 42,000,000 units (the "Units"). Each Unit consists of one share of the Company's Class A common

stock, par value $0.0001 per share, and one-third of one warrant of the Company, with each whole warrant entitling the holder thereof

to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment as provided in the prospectus

included in the Registration Statement. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company

of $420,000,000 (see Note 3 and Note 6).

The underwriters have a 45-day option from

the date of the IPO (March 4, 2021) to purchase up to an additional 6,300,000 units to cover over-allotments. As of March 10, 2021,

no units of the over-allotment have been purchased.

Simultaneously with the closing of the

IPO, the Company completed the private sale of an aggregate of 12,400,000 warrants (the "Private Placement Warrants")

at a purchase price of $1.00 per Private Placement Warrant, to the Company's sponsor, Anzu SPAC GP I LLC (the "Sponsor"),

generating gross proceeds to the Company of $12,400,000.

Transaction costs amounted to $23,610,055

consisting of $8,400,000 of underwriting commissions, $14,700,000 of deferred underwriters' commissions and $510,055 of other

cash offering costs. In addition, $4,014,287 of cash was held outside of the Trust Account (as defined below) and is available

for working capital purposes.

Following the closing of the IPO on March

4, 2021, $420,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private

Placement Warrants was placed in a Trust Account The funds in the Trust Account will be invested only in U.S. government treasury

bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain

conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. The Company will not be permitted to withdraw

any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds

held in the Trust Account will not otherwise be released from the trust account until the earliest of: (1) the Company's

completion of a Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder

vote to amend the Company's amended and restated certificate of incorporation (A) to modify the substance or timing

of the Company's obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Company's

Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the IPO(the "Combination

Period") or (B) with respect to any other provision relating to stockholders' rights or pre-initial business

combination activity; and (3) the redemption of the Company's Public Shares if the Company has not completed a Business

Combination within 24 months from the closing of the IPO, subject to applicable law. Based on current interest rates, the

Company expects that interest earned on the trust account will be sufficient to pay taxes.

The Company will only have 24 months

from the closing date of the IPO to complete its initial Business Combination. If the Company does not complete a Business Combination

within such 24-month period (or such longer period as provided in an amendment to the Company's amended and restated certificate

of incorporation approved by our stockholders (an "Extension Period")), it shall (i) cease all operations except

for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem

the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including

interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided

by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders'

rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as

reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and its board

of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors

and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our

warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period or

during any Extension Period. The initial stockholders have entered into a letter agreement with the Company, pursuant to which

they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined

in Note 5) if the Company fails to complete its initial Business Combination within 24 months from the closing of the IPO