PALO ALTO, Calif., Dec. 16, 2022 (GLOBE NEWSWIRE) — Epiphany Technology Acquisition Corp. (the “Company”) announces today that it will be unable to complete the initial business combination and intends to dissolve and liquidate pursuant to the provisions of the amended and restated Certificate of Incorporation (the “Winding Up”) as amended. On November 29, 2022, the Company filed with the SEC a definitive proxy statement (the “Proxy Statement”) to hold a special meeting in lieu of the Annual Meeting of Stockholders (the “Meeting”) to consider and vote on certain proposals , including an extension of the date by which companies must complete an initial business combination from January 12, 2023 to July 12, 2023 (the “Extension”), supplemented by December 13, 2022. At that time or when the proxy statement was filed, the company was in active discussions with the partner companies and believed that the company could complete the business combination if shareholders approved the extension. However, after careful consideration, the company has determined that it will not be able to deliver a high-quality deal to shareholders even with the extension (we previously reported that no contributions were made to its trust account for the extension). Accordingly, due to recent developments and the current uncertainty surrounding the implementation of the Inflation Reduction Act of 2022, which provides, inter alia, for new U.S. federal taxes on certain repurchases, including redemptions, of publicly traded stock. 1% consumption tax Domestic companies that occurred after December 31, 2022, the company intends to liquidate after the meeting. The Company anticipates meeting on December 20, 2022 as originally planned, and will continue to accept redemption requests until December 20, 2022 at 2:00 p.m. ET. As far as the meeting is concerned, the company expects a price per share of approximately $10.10 per public share redeemed from cash held in trust accounts. After January 1, 2023, the redemption price paid to shareholders who have not elected to redeem their shares in connection with the meeting but in connection with the liquidation may be subject to a 1% redemption excise tax.
About Epiphany Technology Acquisition Corp.
Epiphany Technology Acquisition Corp. is a blank check company for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the company may seek initial business combination targets in any business or industry, it intends to focus its search on companies in the technology industry. The company is led by Co-CEO Ross Haghighat, Co-CEO and CFO Peter Bell, Chairman of the Board Arthur Coviello and Vice-Chairman Paul Deninger.
Participate in solicitation activities
The company and its directors, executive officers and other persons may be deemed to have participated in the solicitation of the proxy statement from the company’s stockholders for the extension. Information about the Company’s directors and executive officers can be found in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (as defined below). Additional information about the participants in the proxy solicitation and a description of their direct and indirect interests is included in the proxy statement (defined below).
no offer or solicitation
This communication does 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 under the securities laws of any such jurisdiction. No securities may be offered except by means of a prospectus complying with the requirements of Section 10 of the Securities Act of 1933, as amended.
The Company has filed with the Securities and Exchange Commission (“SEC”) a definitive proxy statement (the “Proxy Statement”) in connection with a special meeting in lieu of the Annual Meeting of Stockholders (the “Meeting”) to consider and approve the postponement and other matters To vote and, beginning November 30, 2022, the proxy statement and other related documents will be mailed to shareholders as of the November 22, 2022 minutes date. The company’s stockholders and other stakeholders are advised to read the proxy statement and any other documents that have been or will be filed with the SEC in connection with the company’s solicitation of proxy for the meeting, as these will contain important information about the company, extensions and related matters .Shareholders may also obtain a free copy of the proxy statement and other related documents that have been or will be filed with the SEC at the SEC’s website at www.sec.gov Or make a request directly to MacKenzie Partners, Inc. Call 1-800-322-2885 (toll-free) or email firstname.lastname@example.org.
This press release may include, and oral statements made from time to time by representatives of the Company, which 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 of 1934, as amended. Statements regarding possible business combinations and their financing and related matters, and all other statements other than statements of historical fact contained in this press release, are forward-looking statements. When words such as “anticipate,” “believe,” “continue,” “may,” “estimate,” “anticipate,” “intend,” “may,” “likely,” “plan” are used in this press release, ” “May,” “potential,” “forecast,” “project,” “should,” “will” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on management’s beliefs, assumptions made by company management and information currently available. Actual results may differ materially from those anticipated in the forward-looking statements as a result of certain factors detailed in the company’s filings with the Securities and Exchange Commission. All subsequent written or oral forward-looking statements attributed to us or persons acting on our behalf are qualified by this paragraph. Forward-looking statements are subject to a number of 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 filed with the Securities and Exchange Commission and the company’s initial public offering prospectus. The company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Contact: Peter Bell
Position: Co-CEO and CFO
Phone: (619) 736-6855
Address: 630 Ramona St., Palo Alto, California 94301