Epiphany Technology Acquisition Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Amendment No. 1)
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Explanatory Note
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 20, 2022, Epiphany Technology Acquisition Corp., a Delaware corporation (the “Company”), held a special meeting in lieu of the 2022 annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its Initial Business Combination from January 12, 2023 to July 12, 2023 (or such earlier date as determined by the Board). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on December 21, 2022.
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Meeting, an aggregate of at least 25,556,251 shares of the Company’s common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of November 22, 2022, were represented in person or by proxy at the Meeting.
At the Meeting, the Company’s stockholders voted on the following proposals, each of which was approved:
(1) The Extension Amendment Proposal - a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from January 12, 2023 to July 12, 2023 (or such earlier date as determined by the Board). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For |
Against |
Abstain | ||
| 36,674,511 | 730,038 | 8,151 |
(2) The Director Election Proposal - to elect two persons as Class I directors (to serve until the annual meeting of the Company to be held in 2025 or until a successor is elected and qualified or their earlier resignation or removal). The following is a tabulation of the votes with respect to the election of directors, each of whom was elected by the Company’s stockholders:
| Name |
For |
Withhold | ||
| JD Sherman |
30,642,062 | 6,770,638 | ||
| Kirk Arnold |
30,643,292 | 6,769,408 | ||
| Melissa McJannet |
30,645,388 | 6,767,312 | ||
| Ronald Eastman |
36,692,299 | 720,401 |
In connection with the Meeting, stockholders holding 37,796,164 of the Company’s common stock (the “Public Shares”) exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, approximately $381,741,256.40 (approximately $10.10 per share) will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 2,453,836 Public Shares outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
Description of Exhibits | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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: | Co-Chief Executive Officer and Chief Financial Officer |
Dated: January 18, 2023