Item 8.01. Other Events.
On December 12, 2022, Epiphany Technology Acquisition Corp. (the "Company")
announced that it has filed a supplement to its definitive proxy statement (the
"Proxy Statement"), dated November 29, 2022, in connection with a special
meeting in lieu of an annual meeting of the stockholders (the "Meeting") to
consider and vote on certain proposals, including an extension of the date by
which the Company has to complete a business combination (the "Business
Combination") from January 12, 2023 to July 12, 2023 (the "Extension"). As
stated in the Proxy Statement, the Sponsor had informed the Company that it (or
its designees) intended to contribute to the Company Loans of $0.04 for each
public share that is not redeemed for each calendar month that is needed by the
Company to complete the Business Combination until July 12, 2023 if the
Extension were to be approved and implemented. On December 12, 2022, the Sponsor
informed the Company that it does not intend to make any such Loans in
connection with the Extension. Accordingly, in the event the Extension is
implemented, no additional deposit will be made to the Company's trust account.
A copy of the press release issued by the Company is attached as Exhibit 99.1
and is incorporated by reference into this Item 8.01.
About Epiphany Technology Acquisition Corp.
Epiphany Technology Acquisition Corp. is a blank check company 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. While the Company may pursue an initial business combination target
in any business or industry, it intends to focus its search on companies in the
technology industry. The Company is led by co-Chief Executive Officer Ross
Haghighat, co-Chief Executive Officer and Chief Financial Officer, Peter Bell,
Chairman of the Board, Arthur Coviello, and Vice Chairman of the Board, Paul
Deninger.
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in respect of the Extension. Information regarding the Company's
directors and executive officers is available in its annual report on
Form 10-K filed with the SEC (defined below). Additional information regarding
the participants in the proxy solicitation and a description of their direct and
indirect interests are contained in the Proxy Statement (defined below).
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information
The Company has filed with the Securities and Exchange Commission (the "SEC") a
definitive proxy statement (the "Proxy Statement") in connection with a special
meeting in lieu of an annual meeting of the stockholders (the "Meeting") to
consider and vote upon the Extension and other matters and, beginning on
November 30, 2022, mailed the Proxy Statement and other relevant documents to
its stockholders as of the November 22, 2022 record date for the Meeting. The
Company's stockholders and other interested persons are advised to read the
Proxy Statement and any other relevant documents that have been or will be filed
with the SEC in connection with the
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Company's solicitation of proxies for the Meeting because these documents will
contain important information about the Company, the Extension and related
matters. Stockholders may also obtain a free copy of the Proxy Statement, as
well as other relevant documents that have been or will be filed with the SEC,
without charge, at the SEC's website located at www.sec.gov or by directing a
request to MacKenzie Partners, Inc. at 1-800-322-2885 (toll free) or by email at
proxy@mackenziepartners.com.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by
representatives of the Company may include, "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Statements
regarding possible business combinations and the financing thereof, and related
matters, as well as all other statements other than statements of historical
fact included in this press release are forward-looking statements. When used in
this press release, words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions, as they relate
to us or our management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the SEC. All subsequent written or oral forward-looking
statements attributable to us or persons acting on our behalf are qualified in
their entirety by this paragraph. Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the Company's
registration statement and prospectus for the Company's initial public offering
filed with the SEC. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as
required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Title
99.1 Press Release, dated December 12, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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