United States securities and exchange commission logo





                             May 5, 2021

       Andrew Spring
       Chief Financial Officer
       Empower Ltd.
       c/o MidOcean Partners
       245 Park Avenue, 38th Floor
       New York, NY 10167

                                                        Re: Empower Ltd.
                                                            Registration
Statement on Form S-4
                                                            Filed April 8, 2021
                                                            File No. 333-255133

       Dear Mr. Spring:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       Questions and Answers
       Do any of Empower's directors or officers have interests that may
conflict..., page 5

   1.                                                   Please expand your
disclosure in this section to include the detailed disclosure that is
                                                        provided beginning on
page 115. Please quantify the out-of-pocket expenses referenced
                                                        on page 116. In
addition, please include the PIPE investors in your disclosure.
       Information about Holley, page 15

   2.                                                   It is unclear how you
identify your addressable market. Please clarify how the EFI,
                                                        Electronic Tuning,
Electronic Ignition, Carburetor, Safety and Exhaust categories are
                                                        defined, how many other
categories are in the performance parts market and how much of
 Andrew Spring
Empower Ltd.
May 5, 2021
Page 2
         the $34 billion performance segments those categories represent. For
example, we note
         on page 180 you describe "Other Aftermarket Parts" representing $25 of
the $34 billion
         includes products such as wheels and tires, suspension, steering,
chassis and drivetrain
         parts, but it is not clear that you address that submarket.
3.       With a view towards disclosure, please identify the third party study
conducted in October
         2020 and tell us whether it was prepared for you.
4.       You state you offer products "our diverse community of more than 15
million individuals
         in the United States." It is unclear whether that number represents
your current customer
         base, or your potential addressable market. Please clarify.
5.       We note your three bullet points describing your strategies to drive
growth and value to
         shareholders. Please balance this disclosure to describe risks your
business faces.
Risk Factors
Summary of Risk Factors, page 43

6.       Please revise this paragraph, or the preceding paragraph, to clarify
that you have
         provided a discussion of the material risks.
Unaudited Pro Forma Condensed Combined Financial Information, page 74

7.       Please expand your introductory paragraph on page 74 to include the
accounting treatment
         of the business combination such that it will be accounted for as a
reverse recapitalization
         in accordance with US GAAP. Your revised disclosure should be similar
to the level of
         detail provided on page 29 with respect to the business combination.
In addition to the
         reverse recapitalization transaction, we note your pro forma balance
sheet and income
         statement also give effect to financing transactions from: (1) the
sale of 24 million shares
         of common stock for an aggregate purchase price of $240 million to the
PIPE Investors,
         (2) the sale of 5,000,000 Empower Units to the A&R FPA Investor for
$50 million, and
         (3) the partial repayment of Holley's debt in the amount of $100
million from the PIPE
         proceeds. These financing transactions appear to be separate material
transactions from
         the business combination. If so, please revise
         your introductory paragraph to describe each item separately and
revise your pro forma
         balance sheet and income statement to show them separate from the
reverse acquisition in
         accordance with Rule 11-01(a)(8) of Regulation S-X. If you do not
believe the
         guidance applies, please explain why. Refer to the amended rules under
Article 11.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Basis of Presentation, page 78
FirstName LastNameAndrew Spring
8.     We refer you to the third paragraph on page 78. Your disclosure refers
to the objectives of
Comapany    NameEmpower
       the preparation       Ltd.
                       requirements  under the legacy pro forma rules and are
no longer
May 5,applicable
        2021 Pageunder
                   2     the amended rules. Please revise your disclosures
accordingly.
FirstName LastName
 Andrew Spring
FirstName  LastNameAndrew Spring
Empower Ltd.
Comapany
May  5, 2021NameEmpower Ltd.
May 5,
Page 3 2021 Page 3
FirstName LastName
4. Net Income Per Share, page 84

9.       Please revise to include your computation of net income per share and
your calculation of
         weighted average shares outstanding for basic and diluted net income
per share.
         Additionally, revise your footnote to include common stock
equivalents, if any, that were
         excluded from the computation of pro forma diluted net loss per share
because including
         them would be anti-dilutive.
Note 3 - Pro Forma Adjustments
Adjustments to the Unaudited Pro Forma Condensed Combined Statements of
Operations, page
84

10.      We refer you to footnote (AA). Please revise to disclose your
calculation of the
         adjustment to interest expense in the amount of $9,513 for estimated
changes in historical
         interest expense following the partial repayment of the existing debt
of $100 million.
11.      We refer you to footnote (AC). Please revise to provide your
computation of the pro
         forma adjustment to income tax expense in the amount of $2,524.
Background of the Business Combination, page 93

12.      You state in the last paragraph on this page that Empower conducted
due diligence which
         included review of the business' projected financials. We note also
that the investor
         presentation included in your 8-K filed March 12, 2021 appears to
contain some
         projections. Please revise the proxy statement/prospectus to include a
detailed discussion
         of the projected financial information.
U.S. Federal Income Tax Considerations, page 151

13.      We note that counsel will file the tax opinion by amendment. Please
file it as Exhibit 8.1
         instead of Exhibit 5.2. If counsel elects to file a short form
opinion, both the opinion and
         the information in the proxy statement/prospectus must state clearly
that this discussion
         constitutes counsel's opinion. Please revise your prospectus
disclosure to provide a firm
         conclusion regarding the treatment of the transaction under Section
368 and remove the
         assumption that certain tax consequences will apply. Refer to Section
III of Staff Legal
         Bulletin No. 19.
Overview, page 177

14.      We note your percentages of products introduced in the last five
years. It is unclear why
         you have included the footnote disclosure that "Vitality figures do
not include Simpson,
         Drake or Detroit Speed; Quickfuel excluded from 2019 figure." This
footnote would
         appear to undercut the significance of the statement made. Please
clarify why including
         the twelve footnote disclosures in this section are necessary and
appropriate.
 Andrew Spring
FirstName  LastNameAndrew Spring
Empower Ltd.
Comapany
May  5, 2021NameEmpower Ltd.
May 5,
Page 4 2021 Page 4
FirstName LastName
Resellers, page 185

15.      We note your disclosure that your largest customer represents 22% of
your sales. Please
         tell us whether you believe you are substantially dependent on this
customer or the other
         resellers discussed in this section. If so, please identify the
customer or customers and tell
         us what consideration you have given to filing your agreements with
these entities as
         material contracts under Item 601(b)(10) of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management of New Holley,
page 215

16.      We note that you indicate in the table on page 216 that Holley
Intermediate Holdings, Inc.
         will hold 48.94% of the shares after the business combination.
However, we note your
         disclosure elsewhere in the proxy statement/prospectus, including in
the diagram on page
         23, that Holley Parent Holdings LLC will hold 48.94% of the shares and
may be the
         controlling shareholder. It also appears from the diagram that Holley
Intermediate
         Holdings, Inc. will be a wholly owned subsidiary of the registrant.
Please revise to clarify
         and ensure that the table clearly identifies the possible controlling
shareholder.
Audited Consolidated Financial Statements of Holley Intermediate Holdings, Inc.
and
Subsidiaries
Notes to Consolidated Financial Statements, page F-23

17.      You state that you distribute your products to customers primarily in
the United States,
         Canada and Europe. We also you have locations in North America,
Canada, Italy and
         China. In this regard, please revise to include the disclosures
required by ASC 280-10-50-
         41 regarding geographical information about revenues and long-lived
assets or tell us why
         you do not believe you are required to do so.
Note 8. Income Taxes, page F-37

18.      We note from your income taxes policy footnote at the top on page F-27
that you filed
         income tax returns in U.S. federal jurisdictions and various foreign
and state jurisdictions.
         We also note from the table on F-37 you recognized current income tax
expense from
         foreign jurisdictions in each of the period presented. In this regard,
please revise your
         income tax footnote to disclose the components of income (loss) before
income tax
         expense (benefit) as either domestic or foreign in accordance with
Rule 4-08(h) of
         Regulation S-X.
 Andrew Spring
FirstName  LastNameAndrew Spring
Empower Ltd.
Comapany
May  5, 2021NameEmpower Ltd.
May 5,
Page 5 2021 Page 5
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Eiko Yaoita Pyles at 202-551-3587 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jay Mumford at 202-551-3637 or Erin Purnell at 202-551-3454 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing