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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Epiphany Technology Acquisition Corporation | NASDAQ:EPHY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.095 | 10.09 | 10.10 | 0 | 01:00:00 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
85-3227900 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
630 Ramona Street Palo Alto, |
94301 | |
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol(s) |
Name of Each Exchange on Which Registered: | ||
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant |
EPHYU |
The NASDAQ Stock Market LLC | ||
Class A Common Stock, par value $0.0001 per share |
EPHY |
The NASDAQ Stock Market LLC | ||
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share |
EPHYW |
The NASDAQ Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
• | our ability to complete our initial business combination; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
• | our financial performance. |
• | “board of directors” or “board” are to the board of directors of the Company; |
• | “Cantor” are to Cantor Fitzgerald & Co., the representative of the underwriters in our initial public offering; |
• | “Class A common stock” are to the shares of Class A common stock of the Company, par value $0.0001 per share; |
• | “Class B common stock” are to the shares of Class B common stock of the Company, par value $0.0001 per share; |
• | “common stock” are to our Class A common stock and our Class B common stock, collectively; |
• | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants (as defined below); |
• | “DGCL” are to the Delaware General Corporation Law; |
• | “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “FINRA” are to the Financial Industry Regulatory Authority; |
• | “founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering, and the shares of our Class A common stock issuable upon the conversion thereof; |
• | “GAAP” are to the accounting principles generally accepted in the United States of America; |
• | “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; |
• | “initial business combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; |
• | “initial public offering” are to the initial public offering that was consummated by the Company on January 12, 2021; |
• | “initial stockholders” are to our sponsor and any other holders of our founder shares prior to our initial public offering (or their permitted transferees); |
• | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
• | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
• | “management” or our “management team” are to our officers and directors; |
• | “NASDAQ” are to the NASDAQ Stock Market; |
• | “PCAOB” are to the Public Company Accounting Oversight Board (United States); |
• | “placement units” are to the units being purchased by our sponsor and Cantor in the private placement, each placement unit consisting of one placement share and one-third of one placement warrant; |
• | “placement shares” are to the shares of our common stock included within the placement units being purchased by our sponsor and Cantor in the private placement; |
• | “public units” are to the units sold in our initial public offering, which consist of one public share and one-third of one public warrant; |
• | “placement warrants” are to the warrants included within the placement units being purchased by our sponsor and Cantor in the private placement; |
• | “private placement” are to the private placement of 800,000 placement units at a price of $10.00 per unit, for an aggregate purchase price of $8,000,000, which occurred simultaneously with the completion of our initial public offering, 450,000 of which were purchased by our sponsor and 350,000 of which were purchased by Cantor; |
• | “public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
• | “public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchased public shares, provided that each initial stockholders’ and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares; |
• | “public warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market, including warrants that were acquired by our sponsor or its affiliates in our initial public offering or thereafter in the open market) and to any placement warrants sold as part of the placement units or warrants issued upon conversion of working capital loans in each case that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees) following the consummation of our initial business combination; |
• | “Registration Statement” are to the Form S-1 filed with the SEC on December 15, 2020, as amended; |
• | “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2021; |
• | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
• | “SEC” are to the U.S. Securities and Exchange Commission; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “sponsor” are to Epiphany Technology Sponsor LLC, a Delaware limited liability company; |
• | “trust account” are to the trust account in which an amount of $402,500,000 ($10.00 per unit) from the net proceeds of the sale of the units in the initial public offering and the private units were placed following the closing of the initial public offering; |
• | “units” are to both public units and private units; |
• | “warrants” are to our redeemable warrants, which include the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees; |
• | “we,” “us,” “Company” or “our Company” are to Epiphany Technology Acquisition Corp.; and |
• | “Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm. |
Item 1. |
Business. |
• | Expertise in growing successful technology companies: |
• | Ability to mentor and support exceptional executives: |
• | Maximizing the value of becoming a publicly traded company: |
• | Industry: |
• | Size: |
• | Market opportunity: |
• | Growth over near-term profitability |
• | Strong management: |
• | Opportunity for operational improvement: go-to-market and |
• | Will benefit from being public: |
• | Developed regulatory processes: |
• | Appropriate valuations: |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Stockholder Approval is Required | |
Purchase of assets |
No | |
Purchase of stock of target not involving a merger with the company |
No | |
Merger of target into a subsidiary of the company |
No | |
Merger of the company with a target |
Yes |
• | we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding; |
• | any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) have a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Item 1A. |
Risk Factors. |
• | we are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target; |
• | we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame; |
• | our expectations around the performance of a prospective target business or businesses may not be realized; |
• | we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination; |
• | our officers and directors may have difficulties allocating their time between our company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination; |
• | we may not be able to obtain additional financing to complete our initial business combination or reduce the number of stockholders requesting redemption; |
• | if the funds held outside of our trust account are insufficient to allow us to operate until at least January 12, 2023, our ability to fund our search for a target business or businesses or complete an initial business combination may be adversely affected; |
• | our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial business combination by January 12, 2023; |
• | we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time; |
• | you may not be given the opportunity to choose the initial business target or to vote on the initial business combination; |
• | trust account funds may not be protected against third party claims or bankruptcy; |
• | an active market for our public securities’ may not develop and you will have limited liquidity and trading; |
• | the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination; and |
• | our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management. |
• | there may be more competition to find an attractive target for an initial business combination, which could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target; |
• | we have identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results; |
• | changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination; |
• | we may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability; |
• | we may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination; |
• | we may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all; |
• | our warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock or may make it more difficult for us to consummate an initial business combination; |
• | since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after our initial public offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination; |
• | changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations; |
• | our ability to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine; |
• | the value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share; and |
• | resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. |
Item 6. |
Reserved. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk. |
Item 8. |
Financial Statements and Supplementary Data. |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Position | ||
Arthur Coviello |
68 | Chairman of the Board | ||
Paul Deninger |
63 | Vice Chairman of the Board | ||
Peter Bell |
57 | Chief Executive Officer, Chief Financial Officer and Director | ||
Kirk Arnold |
62 | Director | ||
Paul Flanagan |
57 | Director | ||
Melissa McJannet |
50 | Director | ||
JD Sherman |
56 | Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; |
• | reviewing on an annual basis our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding common stock; |
• | each of our executive officers and directors that beneficially owns our common stock; and |
• | all our executive officers and directors as a group. |
Class A Common Stock |
Class B Common Stock |
Approximate |
||||||||||||||||||
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Class |
Percentage of Outstanding Common Stock |
|||||||||||||||
Epiphany Technology Sponsor LLC (3) |
450,000 | 1.1 | % | 10,062,500 | 100.0 | % | 20.6 | % | ||||||||||||
Arthur Coviello |
— | — | — | — | — | |||||||||||||||
Paul Deninger |
— | — | — | — | — | |||||||||||||||
Peter Bell |
— | — | — | — | — | |||||||||||||||
Kirk Arnold |
— | — | — | — | — | |||||||||||||||
Paul Flanagan |
— | — | — | — | — | |||||||||||||||
Melissa McJannet |
— | — | — | — | — | |||||||||||||||
JD Sherman |
— | — | — | — | — | |||||||||||||||
All executive officers and directors as a group (7 individuals) |
450,000 | 1.1 | % | 10,062,500 | 100.0 | % | 20.6 | % | ||||||||||||
Saba Capital Management L.P. (4) |
2,373,295 | 5.8 | % | — | — | 4.6 | % | |||||||||||||
Highbridge Capital Management, LLC (5) |
2,520,565 | 6.1 | % | — | — | 4.9 | % |
* | less than 1% |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Epiphany Technology Acquisition Corp., 630 Ramona Street, Palo Alto, California, 94301. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock, as well as placement shares after our initial public offering. Founder shares are convertible into shares of Class A common stock on a one-for-one |
(3) | Our sponsor, Epiphany Technology Sponsor LLC, is the record holder of the securities reported herein. Paul Deninger, our Vice Chairman, Alex Vieux and Steven Fletcher are the managing members of our sponsor. Each of our officers, directors and advisors is or will also be, directly or indirectly, a member of our sponsor. In addition, Explorer Parent LLC is a member of our sponsor. Messrs. Vieux and Fletcher are managing members of Founder Holdings LLC, which is the managing member of Explorer Parent LLC. By virtue of these relationships, each of the entities and individuals named in this footnote may be deemed to share beneficial ownership of the securities held of record by our sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest. |
(4) | According to a Schedule 13G filed on January 21, 2022, the shares may be deemed beneficially owned by Saba Capital Management, L.P., a Delaware limited partnership, Saba Capital Management GP, LLC, a Delaware limited liability company, and Mr. Boaz R. Weinstein. The business address of each such person is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
(5) | According to a Schedule 13G filed on February 3, 2022, the shares are held by certain funds advised by Highbridge Capital Management, LLC. The address of the principal business office is277 Park Avenue, 23rd Floor, New York, New York 10172. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
• |
Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• |
Payment to an affiliate of our sponsor of $15,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support; |
• |
Reimbursement for any out-of-pocket expenses |
• |
Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. |
Item 14 . |
Principal Accountant Fees and Services. |
Item 15. |
Exhibit and Financial Statement Schedules. |
(1) |
Financial Statements: |
Page |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 to F-21 |
(2) |
Financial Statement Schedules: |
(3) |
Exhibits |
Item 16. |
Form 10-K Summary. |
F-2 |
||||
Financial Statements: |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 to F-21 |
Year Ended December 31, |
For the Period from September 28, 2020 (Inception) through December 31, |
|||||||
2021 |
2020 |
|||||||
Formation and operational costs |
$ | 1,192,548 | $ | 1,465 | ||||
|
|
|
|
|||||
Loss from operations |
(1,192,548 |
) |
(1,465 |
) | ||||
Other income: |
||||||||
Interest earned on investments held in Trust Account |
113,586 | — | ||||||
Change in fair value of warrant liabilities |
9,315,334 | — | ||||||
Transaction cost related to warrant liability |
(1,029,081 | ) | — | |||||
|
|
|
|
|||||
Total other income, net |
8,399,839 | — | ||||||
Net income (loss) |
$ |
7,207,291 |
$ |
(1,465 |
) | |||
|
|
|
|
|||||
Weighted average shares outstanding of Class A common stock |
39,700,411 | — | ||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share of Class A common stock |
$ |
0.14 |
$ |
— |
||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B common stock |
10,043,322 | 8,750,000 | ||||||
|
|
|
|
|||||
Basic net income (loss) per share of Class B common stock |
$ |
0.14 |
$ |
— |
||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B common stock |
10,062,500 | — | ||||||
|
|
|
|
|||||
Diluted net income (loss) per share of Class B common stock |
$ |
0.14 |
$ |
— |
||||
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – September 28, 2020 (inception) |
— |
$ |
— |
— |
$ |
— |
— |
— |
— |
|||||||||||||||||||
Issuance of Class B common stock to initial stockholders |
|
|
— |
|
|
$ |
— |
|
|
|
10,062,500 |
|
|
$ |
1,006 |
|
|
|
23,994 |
|
|
|
— |
|
|
|
25,000 |
|
Net loss |
— | — | — | — | — | (1,465 | ) | (1,465 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2020 |
— |
$ |
— |
10,062,500 |
$ |
1,006 |
$ |
23,994 |
$ |
(1,465 |
) |
$ |
23,535 |
|||||||||||||||
Sale of 800,000 Private Placement Units, net of warrant liability |
800,000 | 80 | — | — | 7,607,920 | — | 7,608,000 | |||||||||||||||||||||
Accretion for Class A common stock to redemption amount |
— | — | — | — | (7,631,914 | ) | (32,122,921 | ) | (39,754,835 | ) | ||||||||||||||||||
Net income |
— | — | — | — | — | 7,207,291 | 7,207,291 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2021 |
800,000 |
$ |
80 |
10,062,500 |
$ |
1,006 |
$ |
— |
$ |
(24,917,095 |
) |
$ |
(24,916,009 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
For The Period from September 28, 2020 (Inception) Through December 31, |
|||||||
2021 |
2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | 7,207,291 | $ | (1,465 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Change in fair value of warrant liabilities |
(9,315,334 | ) | — | |||||
Interest earned on investments held in Trust Account |
(113,586 | ) | — | |||||
Transaction costs allocated to warrants |
1,029,081 | — | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
(325,604 | ) | — | |||||
Accounts payable and accrued expenses |
305,828 | 1,465 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(1,212,324 |
) |
— |
|||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash into trust Account |
(402,500,000 | ) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(402,500,000 |
) |
— |
|||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class B common stock to Sponsor |
— | 25,000 | ||||||
Proceeds from sale of Units, net of underwriting discounts paid |
396,500,000 | — | ||||||
Proceeds from sale of Private Placement Units |
8,000,000 | — | ||||||
Advance from related party |
1,000 | — | ||||||
Repayment of promissory note – related party |
(140,000 | ) | — | |||||
Proceeds from promissory note—related party |
— | 140,000 | ||||||
Payment of offering costs |
(305,609 | ) | (154,973 | ) | ||||
|
|
|
|
|||||
Net cash provided by financing activities |
404,055,391 |
10,027 |
||||||
|
|
|
|
|||||
Net Change in Cash |
343,067 |
10,027 |
||||||
Cash – Beginning of period |
10,027 | — | ||||||
|
|
|
|
|||||
Cash – End of period |
$ |
353,094 |
$ |
10,027 |
||||
|
|
|
|
|||||
Non-Cash investing and financing activities: |
||||||||
Offering costs included in accrued offering costs |
$ | — | $ | 30,000 | ||||
|
|
|
|
|||||
Deferred underwriting fee payable |
$ | 15,137,500 | $ | — | ||||
|
|
|
|
Balance Sheet as of January 12, 2021 |
As Reported IPO |
Warrant Adjustment |
As Revised |
Temp Equity Adjustment |
As Restated |
|||||||||||||||
Warrant L iabilities |
$ | — | $ | 19,577,834 | $ | 19,577,834 | |
$ |
— |
|
|
$ |
19,577,834 | | ||||||
Total L |
$ | 15,137,965 | $ | 19,577,834 | $ | 34,715,799 | |
$ |
— | |
|
$ |
34,715,799 | | ||||||
Class A ordinary shares subject to possible redemption |
$ | 383,925,450 | $ | (19,577,840 | ) | $ | 364,347,610 | |
$ |
38,152,390 | |
|
$ |
402,500,000 |
| |||||
Class A ordinary shares |
$ | 266 | $ | 196 | $ | 462 | |
$ |
(382 | ) |
|
$ |
80 |
| ||||||
Additional paid-in capital |
$ | 5,000,196 | $ | 1,028,891 | $ | 6,029,087 | |
$ |
(6,029,087 | ) |
|
$ |
— |
| ||||||
Accumulated deficit |
$ | (1,465 | ) | $ | (1,029,081 | ) | $ | (1,030,546 | ) | |
$ |
(32,122,921 |
) |
|
$ |
(33,153,467 |
) | |||
Total shareholders’ equity (deficit) |
$ | 5,000,003 | $ | — | $ | 5,000,003 | |
$ |
(38,152,390 |
) |
|
$ |
(33,152,387 |
) |
Gross proceeds |
$ | 402,500,000 | ||
Less: |
||||
Proceeds allocated to Public Warrants |
(19,185,834 | ) | ||
Class A common stock issuance costs |
(20,569,001 | ) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
39,754,835 | |||
Class A common stock subject to possible redemption |
$ | 402,500,000 | ||
Year Ended December 31, 2021 |
For The Period from September 28, 2020 (Inception) Through December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic net income (loss) per common stock |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss), as adjusted |
$ | 5,752,130 | $ | 1,455,161 | $ | — | $ | (1,465 | ) | |||||||
Denominator: |
||||||||||||||||
Basic weighted average shares outstanding |
39,700,411 | 10,043,322 | — | 8,750,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic net income (loss) per common stock |
$ | 0.14 | $ | 0.14 | $ | — | $ | (0.00 | ) | |||||||
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
For The Period from September 28, 2020 (Inception) Through December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Diluted net income (loss) per common stock |
||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss), as adjusted |
$ | 5,749,913 | $ | 1,457,378 | $ | — | $ | — | ||||||||
Denominator: |
||||||||||||||||
Diluted weighted average shares outstanding |
39,700,411 | 10,062,500 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted net income (loss) per common stock |
$ | 0.14 | $ | 0.14 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. |
December 31, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Deferred tax asset (liability) |
||||||||
Net operating loss carryforward |
$ | 18,487 | $ | 308 | ||||
Startup/Organization Expenses |
208,403 | — | ||||||
Total deferred tax assets, net |
226,890 | 308 | ||||||
Valuation Allowance |
(226,890 | ) | (308 | ) | ||||
Deferred tax liability, net of valuation allowance |
$ | — | $ | — | ||||
December 31, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Federal |
||||||||
Current |
$ | — | $ | — | ||||
Deferred |
(226,582 | ) | (308 | ) | ||||
State and Local |
||||||||
Current |
— | — | ||||||
Deferred |
— | — | ||||||
Change in valuation allowance |
226,582 | 308 | ||||||
Income tax provision |
$ | — | $ | — | ||||
December 31, 2021 |
December 31, 2020 |
|||||||
Statutory federal income tax rate |
21.0 | % | 21.0 | % | ||||
State taxes, net of federal tax benefit |
0.0 | % | 0.0 | % | ||||
Change in fair value of warrants |
(27.1 | )% | 0.0 | % | ||||
Transaction costs allocated to warrants |
3.0 | % | 0.0 | % | ||||
Change in valuation allowance |
3.1 | % | (21.0 | )% | ||||
Income tax provision |
0.0 | % | 0.0 | % | ||||
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Held-To-Maturity |
Level |
Amortized Cost |
Gross Holding Gain (Loss) |
Fair Value |
||||||||||||||
December 31, 2021 |
U.S. Treasury Securities (Matures on 01/13/2022) |
1 | $ | 201,343,000 | $ | — | $ | 201,343,000 | ||||||||||
Description |
Level |
December 31, 2021 |
||||||
Assets: |
||||||||
Investments – Money market funds |
1 | $ | 201,269,466 | |||||
Liabilities: |
||||||||
Warrant Liability – Public Warrants |
1 | $ | 10,062,500 | |||||
Warrant Liability – Private Placement Warrants |
3 | $ | 200,000 |
Input: |
December 31, 2021 |
|||
Risk-free interest rate |
1.18 | % | ||
Expected term (years) |
5.5 | |||
Expected volatility |
14.5 | % | ||
Exercise price |
$ | 11.50 | ||
Stock price |
$ | 9.76 |
Private Placement |
Public |
Warrant Liabilities (Level 3) |
||||||||||
Fair value as of December 31, 2020 |
$ |
— |
$ |
— |
$ |
— |
||||||
Initial classification on January 12, 2021 (Initial Public Offering) |
392,000 | 19,185,834 | 19,577,834 | |||||||||
Transfers to Level 1 |
— | (14,892,500 | ) | (14,892,500 | ) | |||||||
Change in fair value |
(192,000 | ) | (4,293,334 | ) | (4,485,334 | ) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2021 |
$ |
200,000 |
$ |
— |
$ |
200,000 |
||||||
|
|
|
|
|
|
Exhibit No. |
Description | |
1.1 |
||
3.1 |
||
3.2 |
||
4.1 |
||
4.2 |
||
4.3 |
||
4.4 |
||
4.5 |
||
10.1 |
||
10.2 |
||
10.3 |
||
10.4 |
||
10.5 |
||
10.6 |
||
10.7 |
||
31.1 |
||
31.2 |
||
32.1 |
||
32.2 |
||
101.INS |
Inline XBRL Instance Document* | |
101.SCH |
Inline XBRL Taxonomy Extension Schema* | |
101.CAL |
Inline XBRL Taxonomy Calculation Linkbase* | |
101.LAB |
Inline XBRL Taxonomy Label Linkbase* | |
101.PRE |
Inline XBRL Definition Linkbase Document* | |
101.DEF |
Inline XBRL Definition Linkbase Document* | |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) * |
* |
Filed herewith. |
** |
Furnished herewith. |
(1) |
Incorporated by reference to the Company’s Form S-1, filed with the SEC on December 15, 2020. |
(2) |
Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on December 30, 2020. |
(3) |
Incorporated by reference to the Company’s Form 8-K, filed with the SEC on January 13, 2021. |
(4) |
Incorporated by reference to the Company’s Form 10-K, filed with the SEC on March 26, 2021. |
March 30 , 2022 |
Epiphany Technology Acquisition Corp. | |||
By: |
/s/ Peter Bell | |||
Name: |
Peter Bell | |||
Title: |
Chief Executive Officer and Chief Financial Officer | |||
(Principal Executive Officer and Principal Financial and Accounting Officer) |
Name |
Position |
Date | ||
/s/ Peter Bell |
Chief Executive Officer, Chief Financial Officer and Director |
March 30 , 2022 | ||
Peter Bell |
(Principal Executive Officer and Principal Financial and Accounting Officer) |
|||
/s/ Arthur Coviello |
Chairman of the Board |
March 30 , 2022 | ||
Arthur Coviello |
||||
/s/ Paul Deninger |
Vice Chairman of the Board |
March 30 , 2022 | ||
Paul Deninger |
||||
/s/ Kirk Arnold |
Director |
March 30 , 2022 | ||
Kirk Arnold |
||||
/s/ Paul Flanagan |
Director |
March 30 , 2022 | ||
Paul Flanagan |
||||
/s/ Melissa McJannet |
Director |
March 30 , 2022 | ||
Melissa McJannet |
||||
/s/ JD Sherman |
Director |
March 30 , 2022 |
JD Sherman |
1 Year Epiphany Technology Acqu... Chart |
1 Month Epiphany Technology Acqu... Chart |
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