Item 8.01. Other Events.



On January 12, 2021, Epiphany Technology Acquisition Corp. (the "Company") consummated its initial public offering (the "IPO") of 40,250,000 units (the "Units"), including 5,250,000 Units issued pursuant to the exercise of the underwriters' over-allotment option in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-third of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $402,500,000.

On January 12, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale (the "Private Placement") of an aggregate of 800,000 Units (the "Private Placement Units"). 450,000 of the Private Placement Units were sold to Epiphany Technology Sponsor LLC and 350,000 Private Placement Units were sold to Cantor Fitzgerald & Co. at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $8,000,000.

A total of $402,500,000, comprised of $394,500,000 of the proceeds from the IPO (which amount includes $15,137,500 of the underwriters' deferred discount) and $8,000,000 of the proceeds from the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of January 12, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




Exhibit No.   Description
99.1            Audited Balance Sheet as of January 12, 2021.




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