Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-251357) related to the IPO, originally filed
with the
? An Underwriting Agreement, datedJanuary 7, 2021 , by and between the Company andCantor Fitzgerald & Co. ("Cantor"), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ? A Warrant Agreement, datedJanuary 7, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ? A Letter Agreement, datedJanuary 7, 2021 , by and among the Company, its officers, its directors and the Company's sponsor,Epiphany Technology Sponsor LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ?An Investment Management Trust Agreement, datedJanuary 7, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ? A Registration Rights Agreement, datedJanuary 7, 2021 , by and among the Company, the Sponsor and Cantor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ? An Administrative Support Agreement, datedJanuary 7, 2021 , by and between the Company andFirst In Line Enterprises, Inc. , an affiliate of members of the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ? A Unit Subscription Agreement, datedJanuary 7, 2021 (the "Sponsor Unit Subscription Agreement"), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ? A Unit Subscription Agreement, datedJanuary 7, 2021 (the "Cantor Unit Subscription Agreement," and collectively with the Sponsor Unit Subscription Agreement, the "Unit Subscription Agreements"), by and between the Company and Cantor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. 1
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Unit Subscription
Agreements, the Company completed the private sale of an aggregate of 800,000
Units (the "Private Placement Units"). 450,000 of the Private Placement Units
were sold to the Sponsor and 350,000 Private Placement Units were sold to Cantor
at a purchase price of
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 8.01. Other Events.
A total of
On
On
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 7, 2021 , by and between the Company and Cantor, as representative of the several underwriters. 3.1 Amended and Restated Certificate of Incorporation. 4.1 Warrant Agreement, datedJanuary 7, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent. 10.1 Letter Agreement, datedJanuary 7, 2021 , by and among the Company, its officers, its directors and the Sponsor. 10.2 Investment Management Trust Agreement, datedJanuary 7, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee. 10.3 Registration Rights Agreement, datedJanuary 7, 2021 , by and among the Company, the Sponsor and Cantor. 10.4 Administrative Support Agreement, datedJanuary 7, 2021 , by and between the Company andFirst In Line Enterprises, Inc. 10.5 Unit Subscription Agreement, datedJanuary 7, 2021 , by and between the Company and the Sponsor. 10.6 Unit Subscription Agreement, datedJanuary 7, 2021 , by and between the Company and Cantor. 99.1 Press Release, datedJanuary 7, 2021 . 99.2 Press Release, datedJanuary 12, 2021 . 3
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