HOLLEY INC. Item 1.01 Entry into a Material Definitive Agreement.
A&R Registration Rights Agreement
Concurrent with the Closing,
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Sponsor are entitled within any twelve-month period to make four written shelf
takedown requests that Holley register the resale of any or all of their Common
Stock on Form S-3 (or Form S-1 if Holley is ineligible to use Form S-3), so long
as such demand is for at least
The foregoing description of the A&R Registration Rights Agreement is not complete and is qualified in its entirety by reference to the complete text of the A&R Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.
Stockholders' Agreement
Concurrent with the Closing, Sponsor, the Holley Stockholder, certain affiliates
of Sponsor (the "
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.
Each of the stockholder proposals included in the Proxy Statement/Prospectus was
approved by Empower's shareholders at an extraordinary general meeting of
Empower's shareholders in lieu of Empower's 2021 annual meeting held on
In connection with the consummation of the Mergers, all of the 6,250,000
outstanding Class B ordinary share, par value
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Pursuant to the Merger Agreement, at the Closing, all outstanding shares of
Holley Intermediate common stock as of immediately prior to the effective time
of Merger I were cancelled and the Holley Stockholder received
As of the Closing Date, and immediately following the consummation of the Business Combination, Holley had the following issued and outstanding securities:
• 117,993,139 shares of Common Stock (inclusive of the inclusive of
2,187,500 Earn-Out Shares and issuances pursuant to the Merger Agreement,
PIPE Financing and A&R FPA);
• 10,000,000 public warrants, each exercisable for one share of Common
Stock at a price of $11.50 per share (including the public warrants
issued pursuant to the A&R FPA) (the "Public Warrants"); and
• 4,666,667 private placement warrants, each exercisable for one share of
Common Stock at a price of $11.50 per share ("Private Warrants", together
with Public Warrants, the "Warrants").
The Earn-Out Shares and the their vesting conditions and terms are described in the section entitled "Proposal No. 1-The Business Combination Proposal-Other Agreements-Sponsor Agreement" on page 118 of the Proxy Statement/Prospectus.
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FORM 10 INFORMATION
Prior to the Closing, Empower was a shell company (as defined in Rule 12b-2 of . . .
Item 3.02 Unregistered Sales of
The description of the Subscription Agreements, the PIPE Financing, and the A&R FPA set forth above under "Introductory Note" of this Current Report on Form 8-K is incorporated herein by reference.
The information regarding unregistered sales of equity securities set forth
under "Item 2.01 Completion of Acquisition or Disposition of Assets-Recent Sales
of
Item 3.03 Material Modification to Rights of Security Holders.
On the Closing Date, Empower filed the Certificate of Incorporation of Holley
(the "Certificate") with the Secretary of State of the
In addition, upon the Closing, pursuant to the terms of the Merger Agreement, Holley adopted bylaws (the "Bylaws"). A copy of Holley's Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.01 Changes in Control of the Registrant
The information set forth above under "Introductory Note" and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Incentive Plan
The information set forth under the heading "Incentive Plan" in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Directors and Executive Officers
The information regarding Holley's directors and executive officers and the compensation that will be paid to them set forth under the headings "Information about Directors and Executive Officers" and "Executive Compensation" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Closing,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 5.05 Amendments to the Registrant's Code of Ethics
On
The foregoing description of the Code is not complete and is qualified in its entirety by reference to the complete text of Code, a copy of which is attached hereto as Exhibit 14.1 and is incorporated herein by reference.
Item 5.06 Change in Shell Company Status
As a result of the Mergers, which fulfilled the definition of a business
combination as required by the amended and restated memorandum and articles of
association of Empower, dated
Item 7.01. Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The following historical financial statements of Holley Intermediate and the
related notes beginning on page F-3 of the Proxy Statement/Prospectus are
incorporated herein by reference: (i) audited financial statements of
The following historical financial statements of Holley Intermediate and the
related notes beginning on page F-45 of the Proxy Statement/Prospectus are
incorporated herein by reference: (i) audited consolidated financial statements
of Holley Intermediate as of
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined balance sheet as of
(d) Exhibits
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