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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 |
☒ |
QUARTERLY 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.)
|
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
|
June 30,
|
December 31,
|
|||||||
2021
|
2020
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$ | 732,778 | $ | 10,027 | ||||
Prepaid expenses
|
460,739 | — | ||||||
|
|
|
|
|||||
Total Current Assets
|
1,193,517 | 10,027 | ||||||
Deferred offering costs
|
— | 184,973 | ||||||
Investments held in Trust Account
|
402,555,893 | — | ||||||
|
|
|
|
|||||
TOTAL ASSETS
|
$
|
403,749,410
|
|
$
|
195,000
|
|
||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 145,530 | $ | 1,465 | ||||
Accrued offering costs
|
— | 30,000 | ||||||
Advance from related parties
|
1,000 | — | ||||||
Promissory note – related party
|
— | 140,000 | ||||||
|
|
|
|
|||||
Total Current Liabilities
|
146,530 | 171,465 | ||||||
Warrant liabilities
|
15,193,834 | — | ||||||
Deferred underwriting commissions
|
15,137,500 | — | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES
|
|
30,477,864
|
|
|
171,465
|
|
||
|
|
|
|
|||||
Commitments and contingencies
|
||||||||
Class A, common stock subject to possible redemption, 36,827,154 shares at $10.00 per share as of June 30, 2021
|
368,271,540 | — | ||||||
Stockholders’ Equity
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
— | — | ||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized 4,222,846 and 0
shares issued and outstanding (excluding 36,827,154 and 0 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively
|
422 | — | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding
|
1,006 | 1,006 | ||||||
Additional
paid-in
capital
|
2,105,197 | 23,994 | ||||||
Retained earnings/(Accumulated deficit)
|
2,893,381 | (1,465 | ) | |||||
|
|
|
|
|||||
Total Stockholders’ Equity
|
|
5,000,006
|
|
|
23,535
|
|
||
|
|
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
403,749,410
|
|
$
|
195,000
|
|
||
|
|
|
|
Three
Ended
June 30,
2021
|
Six Months
Ended
June 30,
2021
|
|||||||
Formation and operational costs
|
$ | 278,283 | $ | 515,966 | ||||
|
|
|
|
|||||
Loss from operations
|
|
(278,283
|
)
|
|
(515,966
|
)
|
||
Other (expense) income:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
17,955 | 55,893 | ||||||
Change in fair value of warrant liabilities
|
(3,834,000 | ) | 4,384,000 | |||||
Transaction costs allocable to warrant liabilities
|
|
—
|
|
(1,029,081 | ) | |||
|
|
|
|
|||||
Other (expense) income, net
|
(3,816,045 | ) | 3,410,812 | |||||
(Loss) Income before income taxes
|
(4,094,328 | ) | 2,894,846 | |||||
Benefit (provision) for income taxes
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|||||
Net (loss) income
|
$
|
(4,094,328
|
)
|
$
|
2,894,846
|
|
||
|
|
|
|
|||||
Weighted average shares outstanding, Class A redeemable common stock
|
40,250,000 | 40,250,000 | ||||||
|
|
|
|
|||||
Basic and diluted earnings (loss) per share, Class A redeemable common stock
|
$ | — | $ | — | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class A and Class B
non-redeemable
common stock – Basic and diluted
|
10,862,500 | 10,710,773 | ||||||
|
|
|
|
|||||
Basic and diluted net (loss) income per share, Class A and Class B
non-redeemable
common stock
|
$
|
(0.38
|
)
|
$
|
0.27
|
|
||
|
|
|
|
|
|
Class A
Common Stock
|
|
|
Class B
Common Stock
|
|
|
Additional
Paid-in
Capital
|
|
|
Retained
Earnings /
(Accumulated
Deficit) |
|
|
Total
Stockholders’ Equity |
|
|||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
||||||||||||||||
Balance – January 1, 2021
|
|
—
|
|
$
|
—
|
|
|
10,062,500
|
|
$
|
1,006
|
|
$
|
23,994
|
|
$
|
(1,465
|
)
|
$
|
23,535
|
|
|||||||
Sale of 40,250,000 Units, net of underwriting discounts, offering expenses and warrant liabilities
|
40,250,000 | 4,025 | — | — | 362,741,140 | — | 362,745,165 | |||||||||||||||||||||
Sale of 800,000 Private Placement Units, net of warrant liability
|
800,000 | 80 | — | — | 7,607,920 | — | 7,608,000 | |||||||||||||||||||||
Class A Common stock subject to possible redemption
|
(37,236,587 | ) | (3,724 | ) | — | — | (370,373,054 | ) | (1,989,092 | ) | (372,365,870 | ) | ||||||||||||||||
Net income
|
— | — | — | — | — | 6,989,174 | 6,989,174 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021
|
|
3,813,413
|
|
$
|
381
|
|
|
10,062,500
|
|
$
|
1,006
|
|
$
|
—
|
|
$
|
4,998,617
|
|
$
|
5,000,004
|
|
|||||||
Class A Common stock subject to possible redemption
|
409,433 | 41 | — | — | 2,105,197 | 1,989,092 | 4,094,330 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (4,094,328 | ) | (4,094,328 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – June 30, 2021
|
|
4,222,846
|
|
$
|
422
|
|
|
10,062,500
|
|
$
|
1,006
|
|
$
|
2,105,197
|
|
$
|
2,893,381
|
|
$
|
5,000,006
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$ | 2,894,846 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on marketable securities held in Trust Account
|
(55,893 | ) | ||
Transaction costs allocated to warrants
|
1,029,081 | |||
Change in fair value of warrant liabilities
|
(4,384,000 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(460,739 | ) | ||
Accrued expenses
|
144,065 | |||
|
|
|||
Net cash used in operating activities
|
|
(832,640
|
)
|
|
|
|
|||
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 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 | ) | ||
Payment of offering costs
|
(305,609 | ) | ||
|
|
|||
Net cash provided by financing activities
|
|
404,055,391
|
|
|
|
|
|||
Net Change in Cash
|
|
722,751
|
|
|
Cash – Beginning of period
|
10,027 | |||
|
|
|||
Cash – End of period
|
$
|
732,778
|
|
|
|
|
|||
Non-Cash
investing and financing activities:
|
||||
Initial classification of Class A common stock subject to possible redemption
|
$ | 364,347,610 | ||
|
|
|||
Change in value of Class A common stock subject to possible redemption
|
$ | 3,923,930 | ||
|
|
|||
Deferred underwriting fee payable
|
$ | 15,137,500 | ||
|
|
Three
Ended
June, 30
2021
|
Six Months
Ended
June 30,
2021
|
|||||||
Redeemable Class A Common Stock
|
||||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock
|
||||||||
Interest Income
|
$ | 17,955 | $ | 55,893 | ||||
Less: Income and Franchise Tax
|
(17,955 | ) | (55,893 | ) | ||||
|
|
|
|
|||||
Net Earnings
|
$ | — | $ | — | ||||
|
|
|
|
|||||
Denominator: Weighted Average Redeemable Class A Common Stock
|
||||||||
Redeemable Class A Common Stock, Basic and Diluted
|
40,250,000 | 40,250,000 | ||||||
|
|
|
|
|||||
Earnings/Basic and Diluted Redeemable Class A Common Stock
|
$ | 0.00 | $ | 0.00 | ||||
|
|
|
|
|||||
Non-Redeemable
Class A and B Common Stock
|
||||||||
Numerator: Net (Loss) Income minus Redeemable Net Earnings
|
||||||||
Net (Loss) Income
|
$ | (4,362,662 | ) | $ | 2,626,512 | |||
Redeemable Net Earnings
|
— | — | ||||||
|
|
|
|
|||||
Non-Redeemable
Net (Loss) Income
|
$ | (4,362,662 | ) | $ | 2,626,512 | |||
|
|
|
|
|||||
Denominator: Weighted Average
Non-Redeemable
Class A and B Common Stock
|
||||||||
Non-Redeemable
Class A and B Common Stock, Basic (1)
|
10,862,500 | 10,710,773 | ||||||
|
|
|
|
|||||
Income/Basic and diluted
Non-Redeemable
Class A and B Common Stock
|
$ | (0.38 | ) | $ | 0.27 | |||
|
|
|
|
(1)
|
The weighted average
non-redeemable
common stock for the three and six months ended June 30, 2021 includes the effect of 800,000 Placement Units, which were issued in conjunction with the Initial Public Offering on December 14, 2020.
|
• |
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 warrantholders.
|
|
|
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
|
||||||||||||||
June 30, 2021
|
U.S. Treasury Securities (Mature
s
on 0
7
/15/2021)
|
1 | $ | 201,295,756 | $ | (3,601 | ) | $ | 201,292,974 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
Level
|
June 30, 2021
|
||||||
Assets:
|
||||||||
Investments – U.S. Treasury Securities Money Market Fund
|
1 | $ | 201,259,319 | |||||
Investments –
Cash & U.S. Treasury Bills (Matures on 07/15/2021)
|
1 | $ | 201,292,974 | |||||
Liabilities:
|
||||||||
Warrant Liability – Public Warrants
|
1 | $ | 14,892,500 | |||||
Warrant Liability – Placement Warrants
|
3 | $ | 301,334 |
Input:
|
January 12, 2021
(Initial
Measurement) |
June 30, 2021 | ||||||
Risk-free interest rate
|
0.57 | % | .85 | % | ||||
Expected term (years)
|
5.5 | 5.5 | ||||||
Expected volatility
|
20.0 | % | 18.7 | % | ||||
Exercise price
|
$ | 11.50 | $ | 11.50 | ||||
Stock price
|
$ | 10.54 | $ | 9.73 |
Private
Placement |
Public |
Warrant
Liabilities
(Level 3)
|
||||||||||
Fair value as of January 1, 2021
|
||||||||||||
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
|
(90,666 | ) |
(4,293,334
|
)
|
(4,384,000 | ) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021
|
$ | 301,334 | $ | — | $ | 301,334 | ||||||
|
|
|
|
|
|
* |
Filed herewith.
|
** |
Furnished.
|
Epiphany Technology Acquisition Corp.
|
||||||
Date: August 12, 2021 |
/s/ Peter Bell
|
|||||
Name: | Peter Bell | |||||
Title: |
Chief Executive Officer
and Chief Financial Officer
(Principal Executive Officer and
Principal Financial and Accounting Officer)
|
1 Year Epiphany Technology Acqu... Chart |
1 Month Epiphany Technology Acqu... Chart |
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