Palo Alto, Calif., Dec. 16, 2022 (GLOBE NEWSWIRE) — Epiphany Technology Acquisition Corp. announced (the “Company”) today that it will be unable to consolidate its initial business combination and that it intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Certificate of Incorporation, as amended (“Liquidation”). On November 29, 2022, the Company filed with the Securities and Exchange Commission a proxy statement (the “Proxy Statement”) in connection with a special meeting in lieu of an annual meeting of stockholders (the “Meeting”) to consider and vote on certain proposals, including extending the date by which the Company must complete an initial business combination from January 12, 2023 to July 12, 2023 (the “Extension”), supplemented on December 13, 2022. At that time since the filing of the Proxy Statement, the Company was in active discussions with partner companies and believed that it could consummate a business combination if the stockholders approved the Extension. However, after careful consideration, the Company determined that it would not be able to deliver a quality transaction to stockholders even with an Extension (we previously reported that no contribution was made to its trust account in connection with the Extension). Therefore, due to the recent developments and the current uncertainty regarding the implementation of the Inflation Reduction Act of 2022, which provides for, among other things, a new federal excise tax of 1% of the United States on certain repurchases (including redemptions) of publicly traded stock. domestic corporations that occur after December 31, 2022, the Company intends to proceed with the Liquidation after the Meeting. The Company expects to hold the Meeting as originally planned on December 20, 2022 and will continue to accept redemption requests until 2:00 pm Eastern time on December 20, 2022. In connection with the Meeting, the Company expects the price per share to be approximately $10.10 for the public shares that will be redeemed from money held in the trust account. The redemption price paid to stockholders who do not elect to redeem their shares in connection with the Meeting but in connection with the Liquidation may be subject to the 1% excise tax on redemptions after January 1, 2023.
About Epiphany Technology Acquisition Corp.
Epiphany Technology Acquisition Corp is a blank check company formed to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination of 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 Chief Executive Officer Ross Haghighat, Co-Chief Executive Officer and Chief Financial Officer, Peter Bell, Chairman of the Board, Arthur Coviello, and Deputy 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 with respect to the Expansion. 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). The Proxy Statement (defined below) contains additional information regarding the proxy participants and a description of their direct and indirect interests.
No Bid or Attempt
This communication will not constitute an offer to buy, sell or solicit an offer to buy any security, nor will there be any sale of securities in any jurisdiction where the offer, solicitation or sale would be unlawful prior to registration or qualification under the Act. securities laws of any such jurisdiction. No securities shall be offered except by means of a prospectus which shall comply with the requirements of Section 10 of the Securities Act of 1933, as amended.
The Company has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) regarding a special meeting in lieu of an annual meeting of stockholders (the “Meeting”) to consider it. and vote on the Extension and other matters and, beginning on November 30, 2022, sent 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 regarding the Company’s solicitation of proxies for the Meeting as those documents will contain important information about the Company. , the Extension and related matters. Stockholders may obtain a free copy of the Proxy Statement, as well as other relevant documents filed or to 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 [email protected]
Forward Looking Statements
This press release 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 Act, and oral statements made by representatives of the Company from time to time may be included. Exchange Act 1934, as amended. Statements regarding potential business combinations and their financing, 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 “expect,” “believe,” “continue,” “may,” “estimate,” “expect,” “will,” “may ,” “could,” “plan,” Identifies “potential,” “possible,” “predict,” “project,” “should,” “would” and similar expressions, as they apply to us or our team management, forward-looking statements. Such forward-looking statements are based on management’s views, as well as assumptions made by the Company’s management and information currently available to them. Actual results could differ materially from those estimated in 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 section. Forward-looking statements are subject to numerous conditions, many of which are beyond the Company’s control, 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 issue, except as required by law.
Contact person: Peter Bell
Title: Joint Chief Executive Officer and Chief Financial Officer
Phone: (619) 736-6855
Address: 630 Ramona St., Palo Alto, California 94301
Email: [email protected]