Item 4.02. Non-Reliance on Previously Issued Financial Statement and Related
Audit Report.
The management of Epiphany Technology Acquisition Corp. (the "Company")
has re-evaluated the Company's application of ASC 480-10-S99-3A to its
accounting classification of the redeemable shares of Class A common stock, par
value $0.0001 per share (the "Public Shares"), issued as part of the units sold
in the Company's initial public offering (the "IPO") on January 12, 2021.
Historically, a portion of the Public Shares was classified as permanent equity
to maintain net tangible assets greater than $5,000,000 on the basis that the
Company will consummate its initial business combination only if the Company has
net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the
Company's management has determined that the Public Shares include certain
provisions that require classification of the Public Shares as temporary equity
regardless of the minimum net tangible assets required to complete the Company's
initial business combination.
Therefore, on December 23, 2021, the audit committee of the Company's board of
directors (the "Audit Committee"), after discussion with the Company's
management, concluded that the Company's previously issued (i) audited balance
sheet as of January 12, 2021 (the "Post-IPO Balance Sheet"), included in exhibit
99.1 to its Form 8-K filed with the Securities and Exchange Commission (the
"SEC") on January 19, 2021, (ii) unaudited financial statements included in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2021, filed with the SEC on July 20, 2021, and (iii) unaudited financial
statements included in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021
((ii) and (iii) collectively, the "Affected Periods"), should be restated to
report all Public Shares as temporary equity and should no longer be relied
upon. As such, the Company will restate its Post-IPO Balance Sheet and its
financial statements for the Affected Periods.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the IPO (the "Trust Account").
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the
Company's independent registered accounting firm.
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
EPIPHANY TECHNOLOGY ACQUISITION CORP. 
