UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 23, 2022
Epiphany Technology Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39853 | 85-3227900 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
630 Ramona St.
Palo Alto, California 94301
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (619) 736-6855
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
| Class A common stock, par value $0.0001 per share | EPHY | The Nasdaq Stock Market LLC | ||
| EPHYW | The Nasdaq Stock Market LLC | |||
| Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | EPHYU | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☐
| Item 7.01. | Regulation FD. |
On September 23, 2022, Epiphany Technology Acquisition Corp. (the “Company”) issued a press release announcing the appointment of Messrs. Ronald Eastman, Louis Lange, Ross Haghighat, and Stephen Sherwin as directors of the Company’s board. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference in this Item 7.01.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated September 23, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Epiphany Technology Acquisition Corp. | ||
| By: | /s/ Peter Bell | |
| Name: | Peter Bell | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Dated: September 23, 2022
Exhibit 99.1
Epiphany Technology Acquisition Corp. Announces Appointment of Officers and Directors
NEW YORK, Sept. 23, 2022 /PRNewswire/ — Epiphany Technology Acquisition Corp. (the “Company”) announced today that the company’s Board of Directors (the “Board”) has approved an increase in the size of the Board from seven (7) directors to eleven (11) directors and elected Ross Haghighat, Stephen Sherwin, Louis Lange and Ronald Eastman as members of the Board. In addition, the Board appointed Mr. Ross Haghighat as Co-Chief Executive Officer of the Company. The Board determined that each Messrs. Stephen Sherwin, Louis Lange and Ronald Eastman is an “independent director” as defined in the Nasdaq listing standards and applicable rules of the Securities and Exchange Commission.
The Company is blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. [While the Company may pursue an initial business combination with a target company in any business or industry, it initially focused on technology businesses. The public markets in general, as well as the SPAC market in particular, have remain challenged, making it difficult for the Company to partner with a high-quality technology company at an attractive valuation. The Company has decided to expand its focus to include the life science industry, where [it believes the market backdrop remains more favorable]. To this end, the Company has augmented its management team and Board with highly qualified individuals with significant experience building, operating and investing in biotechnology companies.]
FORWARD-LOOKING STATEMENTS
This press release may contain statements that constitute “forward-looking statements,” including with respect to the initial public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. 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 preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Peter Bell
Arthur Coviello
Paul Deninger
Epiphany Technology Acquisition Corp.
(619) 736-6855
https://epiphanytechacquisition.com/