X0306 4/A 2020-10-09 2021-07-19 0001822928 Holley Inc. HLLY 0001824500 Empower Sponsor Holdings LLC C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK NY 10167 1 0001716464 MidOcean Partners V, L.P. C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK NY 10167 1 0001879337 MIDOCEAN PARTNERS V EXECUTIVE, L.P. C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK NY 10167 1 0001879336 MIDOCEAN ASSOCIATES V, L.P. C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK NY 10167 1 0001268106 ULTRAMAR CAPITAL LTD C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK NY 10167 1 0001268105 VIRTUE J EDWARD C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK NY 10167 1 Common Stock 2020-07-16 4 C 0 6250000 A 6250000 D Common Stock 2020-07-16 4 P 0 4975000 A 4975000 I By MidOcean Partners V, L.P. Common Stock 2020-07-16 4 P 0 25000 A 25000 I By MidOcean Partners V Executive, L.P. Common Stock 2020-07-16 4 P 0 1100000 10 A 6075000 I By MidOcean Partners V, L.P. Class B ordinary shares 2020-08-21 4 P 0 7187500 A Common Stock 7187500 7187500 D Warrants to purchase Common Stock 11.50 2020-10-09 4 P 0 4666667 1.50 A 2021-10-09 2026-07-16 Common Stock 4666667 4666667 D Class B ordinary shares 2020-11-23 4 J 0 937500 D Common Stock 937500 6250000 D Class B ordinary shares 2021-07-16 4 C 0 6250000 D Common Stock 6250000 0 D Warrants to purchase Common Stock 11.50 2021-07-16 4 P 0 1658333 A 2021-10-09 2026-07-16 Common Stock 1658333 1658333 I By MidOcean Partners V, L.P. Warrants to purchase Common Stock 11.50 2021-07-16 4 P 0 8333 A 2021-10-09 2026-07-16 Common Stock 8333 8333 I By MidOcean Partners V Executive, L.P. As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock. Empower Sponsor Holdings LLC ("Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein. On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment. Partners is the record holder of the securities reported. The general partner of Partners is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein. On July 16, 2021, MidOcean Partners V Executive, L.P. ("Executive") acquired 25,000 units of issuer, comprising 25,000 shares of Common Stock and 8,333 FPA Public Warrants at a purchase price of $10.00 per unit pursuant to the A&R FPA. Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment. Executive is the record holder of the securities reported. The general partner of Executive is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein. On July 16, 2021, Partners acquired 1,100,000 shares of Common Stock in a private placement separate from the securities acquired pursuant to the A&R FPA discussed in footnote 3. Pursuant to that certain Securities Subscription Agreement, dated August 21, 2020, by and between the issuer and Sponsor (as filed as exhibit 10.6 to the Form S-1), 7,187,500 Class B ordinary shares were issued to Sponsor for an aggregate capital contribution of $25,000. On October 9, 2020, substantially concurrent with the consummation of the issuer's initial public offering, Sponsor acquired 4,666,667 private placement warrants of issuer (the "Private Placement Warrants") each exercisable for a Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Upon consummation of the issuer's initial business combination described in footnote 1, the terms of the Private Placement Warrants were automatically amended to represent a right to acquire an equivalent number of shares of Common Stock of the issuer at an exercise price of $11.50 per share, subject to adjustment. The Private Placement Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business The Sponsor forfeited the securities reported for no consideration in connection with the underwriters' election to not exercise their over-allotment option granted to the underwriters in connection with the issuer's initial public offering. This amendment to the Statement of Changes of Beneficial Ownership on Form 4, filed with the Securities and Exchange Commission on July 19, 2021 (the "Original Filing"), is being filed solely to include additional information inadvertently omitted with respect to the acquisitions of securities on July 16, 2021, as set forth herein. /s/ Andrew Spring, Chief Financial Officer for Empower Sponsor Holdings LLC 2022-08-08 /s/ Andrew Spring, Managing Director of GP for MidOcean Partners V, L.P. 2022-08-08 /s/ Andrew Spring, Managing Director of GP for MidOcean Partners V Executive, L.P. 2022-08-08 /s/ Andrew Spring, Managing Director for MidOcean Associates V, L.P. 2022-08-08 /s/ James Edward Virtue, Chief Executive Officer for Ultramar Capital, Ltd. 2022-08-08 /s/ James Edward Virtue 2022-08-08