MARK ONE) 2021Mark One)☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☒ quarterly periodquarter ended SeptemberJune 30, 2020☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☐ __________ to __________File No. file number:EMPOWER LTD.nameName of registrantRegistrant as specifiedSpecified in its charter)Its Charter)Cayman Islands N/A
incorporation or organization)
Identification No.)c/o MidOcean Partners245 Park Avenue, 38th FloorNew York, NY 10167(Address of Principal Executive Offices, including zip code)(212) 497-1400N/A
(Former name, former address and former fiscal year, if changed since last report)
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, par value | HLLY | New York Stock Exchange | ||
Warrants, each | HLLY WS | New York Stock Exchange |
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| Large accelerated filer | ☐ | Accelerated filer | ||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
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i
) SHEETS ) ) 2021 ) Note 8. 2021 the fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued at both dates using a Modified Black Scholes Option Pricing Model. The fair value of the FPA at each date has been estimated using an adjusted net assets method (see Note 10). On November 23, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 937,500 shares. Accordingly, as of November 23, 2020, there are 6,250,000 founder shares issued and outstanding. Sponsor Agreement in Note 8 below. private placement warrants. In connection with the closing of the Business Combination, the deferred fee was paid to the underwriters. and outstanding, excluding 20,448,008 Class A ordinary shares subject to possible redemption. As of December 31, 2020, there were 2,959,782 Class A ordinary shares issued and outstanding, excluding 22,040,218 Class A ordinary shares subject to possible redemption. outstanding. public warrants: days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and newly issued price. Proposal—The Merger Agreement . and operating costs of $1,655,583, a change in fair value of warrant liability of 9,706,666, a loss on change in FPA liability of $1,500,000 and an unrealized loss on marketable securities held in the trust account of $4,366 which are offset by interest earned on marketable securities held in the trust account of $7,191. under its revolving credit facility. Accounting Standards SHEETSEPTEMBER 30, 2020(Unaudited)ASSETS Deferred offering costs $ 165,893 TOTAL ASSETS $ 165,893 LIABILITIES AND SHAREHOLDER’S EQUITY Current liabilities Promissory note – related party $ 145,893 Total Current Liabilities 145,893 Commitments Shareholder’s Equity Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued and outstanding (1) 719 Additional paid-in capital 24,281 Accumulated deficit (5,000 ) Total Shareholder’s Equity 20,000 TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY $ 165,893 (1)Includes an aggregate of up to 937,500 shares that are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full (see Note 5). $ 704,009 $ 1,080,629 259,850 379,166 963,859 1,459,795 250,112,265 250,052,906 $ 4,270,875 $ 173,873 25,233,333 15,090,000 3,250,000 2,050,000 8,750,000 8,750,000 0 0 204,571,908 220,448,820 0— 0— $ 455 $ 296 625 625 25,319,734 9,442,981 (20,320,806 ) (4,443,894 ) STATEMENTSTATEMENTS OF OPERATIONSFOR THE PERIOD FROM AUGUST 19, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020 Formation costs $ 5,000 Net Loss $ (5,000 ) Weighted average shares outstanding, basic and diluted (1) 6,250,000 Basic and diluted net loss per ordinary share $ (0.00 ) (1)Excludes an aggregate of up to 937,500 shares that are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full (see Note 5).
Ended
June 30,
2021
Ended
2021 $ 1,655,583 $ 4,592,939 7,191 59,360 (4,366 ) — (9,706,666 ) (10,143,333 ) (1,500,000 ) (1,200,000 ) (11,203,841 ) (11,283,973 ) 21,733,619 21,886,072 9,516,381 9,363,928 STATEMENTSTATEMENTS OF CHANGES IN SHAREHOLDER’SSHAREHOLDERS’ EQUITYFOR THE PERIOD FROM AUGUST 19, 2020 (INCEPTION) THROUGH SEPTEMBER2020 Class B
Ordinary Shares Additional
Paid-in Accumulated Total
Shareholder’s �� Shares Amount Capital Deficit Equity Balance – August 19, 2020 (inception) — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor (1) 7,187,500 719 24,281 — 25,000 Net loss — — — (5,000 ) (5,000 ) Balance – September 30, 2020 7,187,500 $ 719 $ 24,281 $ (5,000 ) $ 20,000 (1)Includes an aggregate of up to 937,500 shares that are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full (see Note 5). 306,599 31 — — 3,017,457 — 3,017,488 — — — — — (3,017,488 ) (3,017,488 ) 1,285,611 128 — — 12,859,296 — 12,859,424 — — — — — (12,859,424 ) (12,859,424 ) 4,551,992 $ 455 6,250,000 $ 625 $ 25,319,734 $ (20,320,806 ) $ 5,000,008 FOR THE PERIOD FROM AUGUST 19, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020Cash Flows from Operating Activities: Net loss $ (5,000 ) Adjustments to reconcile net loss to net cash used in operating activities: Payment of formation costs through issuance of Class B ordinary shares 5,000 Net cash used in operating activities — Cash Flows from Financing Activities: Proceeds from promissory note - related party 145,893 Payment of offering costs (145,893 ) Net cash provided by financing activities — Net Change in Cash — Cash – Beginning — Cash – Ending $ — Non-cash investing and financing activities: Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares $ 20,000
June 30, 2021 $ (15,876,912 ) (59,359 ) 10,143,333 1,200,000 119,316 4,097,002 1,080,629 $ (15,876,912 )
)SEPTEMBER2020
2021(“(the “initial business combination”).Combination”Combination.The Company is not, Holley Inc., a Delaware corporation (formerly known as Empower Ltd.) (prior to the Closing Date, “Empower” and after the Closing Date, “Holley”) consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger dated March 11, 2021 (the “Mergto a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growthliability company and a direct wholly owned subsidiary of Empower (“Merger Sub II”), and Holley Intermediate Holdings, Inc., a Delaware corporation (“Holley Intermediate”). In connection with the Closing, the registrant changed its name from Empower Ltd. to Holley Inc.such,a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the Company is subject to alllaws of the risks associatedState of Delaware (the “Domestication”), and, in connection with early stagethe Domestication, (A) each outstanding Class A ordinary share, par value $0.0001, of Empower (“Empower Class A Share”) converted automatically into one share of common stock of Holley, par value $0.0001 per share (the “Common Stock”) and emerging growth companies.As(B) each outstanding Class B ordinary share of September 30, 2020,Empower converted automatically into one share of Common Stock; and (ii) following the Company had not commenced any operations. Domestication, (A) Merger Sub I merged with and into Holley Intermediate, with Holley Intermediate surviving as a wholly owned subsidiary of Empower (“Merger I”), (B) immediately following Merger I, Holley Intermediate merged with and into Merger Sub II, with Merger Sub II surviving as a limited liability company and a wholly owned subsidiary of Empower (“Merger II” and, together with Merger I, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, constituted a “Business Combination” as contemplated by Empower’s amended and restated memorandum and articles of association.SeptemberJune 30, 20202021 relates to the Company’s formation, and the initial public offering (“Initial Public Offering”), which is described below. Thebelow and looking for a business combination. On March 11, 2021, the Company will not generate any operating revenues until after the completionentered into an Agreement and Plan of a Business Combination, at the earliest. The Company will generate non-operating incomeMerger with Empower Merger Sub I Inc., Empower Merger Sub II LLC, and Holley Intermediate Holdings, Inc. as further described in the form of interest income from the proceeds derived from the Initial Public Offering.“Units”“units” and, with respect to the Class A ordinary shares included in the Unitsunits sold, the “Public Shares”“public shares”), at $10.00 per Unit,unit, generating gross proceeds of $250,000,000 which is described in Note 3.“Private Placement Warrants”“private placement warrants”) at a price of $1.50 per Private Placement Warrantprivate placement warrant in a private placement to Empower Sponsor Holdings LLC (the “Sponsor”“sponsor”), generating gross proceeds of $7,000,000, which is described in Note 4. In addition, at October 9, 2020, cash of $1,122,742 was held outside of the Trust Account (as defined below) and is available for the payment of offering expenses and for working capital purposes.Unit)unit) from the net proceeds of the sale of the Unitsunits in the Initial Public Offering and the sale of the Private Placement Warrantsprivate placement warrants was placed in a trust account (the “Trust Account”“trust account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rulea Business Combinationan initial business combination and (ii) the distribution of the funds in the Trust Accounttrust account to the Company’s shareholders, as described below.The Company’s management has broad discretion with respect to the specific applicationshareholders.
)SEPTEMBER2020
2021IfCompany seeks shareholder approval in connection with a Business Combination,impact of thereceives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.The Company will have until October 9, 2022 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share valuevirus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Accountspecific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the liquidationoutcome of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.EMPOWER LTD.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)Securities and Exchange Commission (the “SEC”).SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on October 7, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on October 13, 2020 and October 16, 2020. The interim results for the period from August 19, 2020 (inception) through September2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future periods.SeptemberJune 30, 2021 or December 31, 2020.Deferred Offering CostsOffering costs consistlegal, accountingthe assets held in the trust account were held in a money market fund and U.S. Treasury Bills, respectively.costs incurred throughtimes, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.thatthereafter. Changes in the estimated fair value of such warrants and the FPA are directly related torecognized as aInitial Public Offering. Offering costs amounting to $14,215,163 were charged to shareholders’ equity upon the completionstatements of the Initial Public Offering.operations.
)SEPTEMBER(Unaudited)SeptemberJune 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Loss perIncome (Loss) Per Ordinary Sharelossincome (loss) per ordinary share is computed by dividing net income by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 13,000,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.duringfor the period, excluding period.subject to forfeiture. Weighted averageincludes founder shares were reduced for the effectand an aggregate of 937,500 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriter (see Note 5). At September 30, 2020, the Company didas these shares do not have any dilutive securities and other contracts that could, potentially, be exercised or converted into redemption features.and then shareparticipates in the earningsincome or loss on marketable securities based on $ 2,311 $ 48,551 0— 0— $ (12,859,424 ) $ (15,876,912 ) (2,311 ) (48,551 ) $ (12,861,735 ) $ (15,925,463 ) balance sheet,financial statements, primarily due to their short-term nature.Risks and UncertaintiesIn March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Units,units, at a purchase price of $10.00 per Unit.unit. Each Unitunit consists of one Class A ordinary share andPublic Warrant”public warrant”). Each whole Public Warrantpublic warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share,share, subject to adjustment (see Note 7)9).EMPOWER LTD.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)Sponsorsponsor purchased an aggregate of 4,666,667 Private Placement Warrantsprivate placement warrants at a price of $1.50 per Private Placement Warrant,private placement warrant, for an aggregate purchase price of $7,000,000. Each Private Placement Warrantprivate placement warrant (“private placement warrant”) is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7)9). The proceeds from the sale of the Private Placement Warrantsprivate placement warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.trust account. If the Company does not complete a Business Combinationan initial business combination within the Combination Period, the proceeds from the sale of the Private Placement Warrantsprivate placement warrants held in the Trust Accounttrust account will be used to fund the redemption of the Public Sharespublic shares (subject to the requirements of applicable law) and the Private Placement Warrantsprivate placement warrants will expire worthless.Sponsorsponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 shares of Class B ordinary shares (the “Founder Shares”“founder shares”). The Founder Sharesfounder shares include an aggregate of up to 937,500 shares subject to forfeiture by the Sponsorsponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Sharesfounder shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.Sponsorsponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Sharesfounder shares until the earlier to occur of: (A) one year after the completion of a Business Combination;an initial business combination; and (B) subsequent to a Business Combination,an initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for shareBusiness Combination,an initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.Promissory Note — Related PartyAugust 21, 2020,March 11, 2021, the Company, issued an unsecured promissory notesponsor and Holley Stockholder entered into the Sponsor Agreement, whereby the sponsor has agreed to (i) waive certain of its anti-dilution and conversion rights with respect to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up tofounder shares and (ii) an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2020 or (i) the consummation Initial Public Offering. As of September 30, 2020, there was $145,893 outstanding underPromissory Note. The outstanding balance under the Note of $150,295 was repaid at the closingdescription of the Initial Public Offering on October 9, 2020.a Business Combination,an initial business combination, the Sponsorsponsor or an affiliate of the Sponsorsponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination,an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Accounttrust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.trust account. In the event that a Business Combinationan initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Accounttrust account to repay the Working Capital Loans, but no proceeds held in the Trust Accounttrust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination,an initial business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combinationpost-initial business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.Founder Shares, Private Placement Warrantsfounder shares, private placement warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrantsprivate placement warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares)founder shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination.an initial business combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholders rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.EMPOWER LTD.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)forward purchase agreement,FPA (as defined below), as amended and restated on March 11, 2021 (the “A&R FPA”), the Company agreed that it will use its commercially reasonable efforts to (i) within 30 days after the closing of the a Business Combination,an initial business combination, file a registration statement with the SEC for a secondary offering of (A) the forward purchase investors’ forward purchase shares, (B) the Class A ordinary shares issuable upon exercise of the forward purchase investors’ forward purchase warrants and (C) any other Class A ordinary shares acquired by the forward purchase investors, including any acquisitions after the Company completes a Business Combination,an initial business combination, (ii) cause such registration statement to be declared effective promptly thereafter, but in no event later than 90 days after the closing of a Business Combinationan initial business combination and (iii) maintain the effectiveness of such registration statement and to ensure the registration statement does not contain a material omission or misstatement, including by way of amendment or other update, as required, until the earlier of (A) the date on which a forward purchase investor ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreement.A&R FPA. The Company will bear the cost of registering these securities.The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.Unit,unit, or $8,750,000 in the aggregate (or $10,062,500 if the underwriters’ over-allotment is exercised in full).aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Accounttrust account solely in the event that the Company completes a Business Combination,an initial business combination, subject to the terms of the underwriting agreement.Sponsor,sponsor, will purchase an aggregate of up to 5,000,000 forward purchase units, consisting of one Class A ordinary share anda Business Combination,an initial business combination, subject to approval at such time by the MidOcean investment committee. Concurrent with the execution of the Merger Agreement, the Company amended and restated the FPA (the “A&R FPA”), whereby the parties agreed to remove the requirement that the MidOcean investment committee approve the initial business combination. The allocation of the forward purchase securities among the ultimate MidOcean funds that will be funding the forward purchase will be determined by MidOcean, in its sole discretion, at the time of a Business Combination.an initial business combination. If the sale of the forward purchase units fails to close, for any reason, the Company may lack sufficient funds to consummate a Business Combination.an initial business combination. The forward purchase shares and forward purchase warrants will be identical to the Class A ordinary shares included in the units sold in the Initial Public Offering, except that they will be subject to certain registration rights.SHAREHOLDER’SSHAREHOLDERS’ EQUITYSeptembereach of June 30, 2021 and December 31, 2020, there were no preference0preference shares issued or outstanding.At SeptemberAs of June 30, 2020,2021, there were no4,551,992 Class A ordinary shares issued or outstanding.At SeptemberAs of June 30, 2021 and December 31, 2020, there were 7,187,5006,250,000 Class B ordinary shares issued and outstanding, of which an aggregate of up to 937,500 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.a Business Combinationan initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Sharesfounder shares will equal, in the aggregate, on ana Business Combination,an initial business combination, excluding any forward purchase securities and Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the Business Combinationinitial business combination and any Private Placement Warrantsprivate placement warrants issued to the Sponsor,sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
)SEPTEMBER2020
2021Warrantswarrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.public warrants. The Public Warrantspublic warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combinationan initial business combination and (b) one year from the closing of the Initial Public Offering. The Public Warrantspublic warrants will expire five years from the completion of a Business Combinationan initial business combination or earlier upon redemption or liquidation.Public Warrantpublic warrant and will have no obligation to settle such Public Warrantpublic warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.a Business Combination,an initial business combination, it will use its commercially reasonable efforts to file with the SEC a registration statement, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination,an initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrantspublic warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th60th business day after the closing of a Business Combination,an initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company has failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.Public Warrants:●in whole and not in part;●at a price of $0.01 per Public Warrant;●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.●in whole and not in part;● 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders.EMPOWER LTD.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30 2020(Unaudited)Public Warrantspublic warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrantspublic warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants.public warrants. If the Company is unable to complete a Business Combinationan initial business combination within the Combination Period and the Company liquidates the funds held in the Trust Account,trust account, holders of Public Warrantspublic warrants will not receive any of such funds with respect to their Public Warrants,public warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Accounttrust account with respect to such Public Warrants.public warrants. Accordingly, the Public Warrantspublic warrants may expire worthless.a Business Combinationan initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsorsponsor or its affiliates, without taking into account any Founder Sharesfounder shares held by the Sponsorsponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”“newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combinationan initial business combination on the date of the consummation of a Business Combinationan initial business combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combinationinitial business combination (such price, the “Market Value”“market value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Valuemarket value and the Newly Issued Price,newly issued price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Valuemarket value and the Newly Issued Price,newly issued price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Valuemarket value and the Newly Issued Price.Private Placement Warrantsprivate placement warrants are identical to the Public Warrantspublic warrants underlying the Unitsunits sold in the Initial Public Offering, except that the Private Placement Warrantsprivate placement warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrantsprivate placement warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination,an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrantsprivate placement warrants will be exercisable on a cashless basis and bePrivate Placement Warrantsprivate placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrantsprivate placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. 1 $ 250,112,265 $ 250,052,906 1 15,666,666 $ 9,583,333 3 9,566,667 $ 5,506,667 3 3,250,000 2,050,000 Warrants.Warrants were valued at the closing price on the relevant date. The Private Placement Warrants were valued using a Modified Black Scholes model which is considered to be a Level 3 fair value measurement. $ 5,506,667 $ 9,583,333 $ 15,090,000 186,667 250,000 436,667 5,693,334 9,833,333 15,526,667 3,873,333 5,833,333 9,706,666 $ 9,566,667 $ 15,666,666 $ 25,233,333
Liability $ 2,050,000 (300,000 ) 1,750,000 1,500,000 $ 3,250,000 (1) Input June 30, 2021 March 31, 2021 December 31, 2020 0.88 % 0.98 % 0.51 % 252 252 252 27.2 % 17.4 % 16.5 % $ 11.50 $ 11.50 $ 11.50 $ 10.01 $ 9.98 $ 10.01 8.11. SUBSEQUENT EVENTSTheevaluated subsequent events and transactions that occurred aftercompleted the balance sheet date upBusiness Combination pursuant to the date that the financial statements were issued. Other thanMerger Agreement as described in these condensed financial statements, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed financial statements.Note 1. “us”“us,” “our” or the “Company” refer to Empower Ltd. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”“sponsor” refer to Empower Sponsor Holdings LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes related thereto containedwhich are included elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.potential business combinationsthe benefits of the Business Combination and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available and are subject to risks and uncertainties. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including risks related to the impact of thefinal prospectus for its Initial Public Offering annual report on FormOctober 7, 2020.May 19, 2021 and subsequent filings with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.We aremerger, amalgamation,Delaware corporation (formerly known as Empower Ltd.) (prior to the Closing Date, “Empower” and after the Closing Date, “Holley”) consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger dated March 11, 2021 (the “Merger Agreement”), by and among Empower Ltd., a Cayman Islands exempted company, Empower Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Empower (“Merger Sub I”), Empower Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Empower (“Merger Sub II”), and Holley Intermediate Holdings, Inc., a Delaware corporation (“Holley Intermediate”). In connection with the Closing, the registrant changed its name from Empower Ltd. to Holley Inc.exchange, asset acquisition,par value $0.0001, of Empower (“Empower Class A Share”) converted automatically into one share purchase, reorganization or other similarof common stock of Holley, par value $0.0001 per share (the “Common Stock”) and (B) each outstanding Class B ordinary share of Empower converted automatically into one share of Common Stock; and (ii) following the Domestication, (A) Merger Sub I merged with and into Holley Intermediate, with Holley Intermediate surviving as a wholly owned subsidiary of Empower (“Merger I”), (B) immediately following Merger I, Holley Intermediate merged with and into Merger Sub II, with Merger Sub II surviving as a limited liability company and a wholly owned subsidiary of Empower (“Merger II” and, together with Merger I, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, constituted a “Business Combination” as contemplated by Empower’s amended and restated memorandum and articles of association.with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.We haverevenues to date.revenues. Our only activities from inception through SeptemberJune 30, 20202021 were organizational activities, and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until afterbelow, searching for a business combination and activities in connection with the completionacquisition of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering.Holley. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.period from August 19, 2020 (inception) through Septemberthree months ended June 30, 2020,2021, we had a net loss of $5,000,$12,859,424, which consisted of formation costs.As of September 30, 2020, we had no cash. Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.Subsequent to the end of the quarterly period covered by this Quarterly Report, onUnits,units, at a price of $10.00 per Unit,unit, generating gross proceeds of $250,000,000. After deducting underwriting fees of $5,000,000, we received net proceeds of $245,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,666,667 Private Placement Warrantsprivate placement warrants to the Sponsorsponsor at a price of $1.50 per Private Placement Warrantprivate placement warrant generating gross proceeds of $7,000,000.Following Deferred underwriting costs of $8,750,000 were also incurred in connection with the Initial Public Offering, but are not payable until consummation of our initial business combination.salefair value of the Private Placement Warrants, a totalforward purchase agreement liability of $250,000,000 was placed$1,200,000. Changes in operating assets and liabilities provided $4,216,318 of cash from operating activities.Trust Account, andtrust account of $250,112,265.$1,122,742cash of cash$704,009 held outside of the Trust Account, after paymenttrust account.costs relatedthe Business Combination on July 16, 2021. Subsequent to the Initial Public Offering, and available for working capital purposes. We incurred $14,215,163 in transaction costs, including $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $465,163 of other costs.We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination the remaining proceeds held in the Trust Accountmanagement believes that we will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.In orderable to fund working capital deficiencies or finance transaction costs in connectioncurrent and foreseeable liquidity needs with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officerscash on hand, cash generated from operations, and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business for at least the next 12 months. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient fundsborrowings available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.SeptemberJune 30, 2020.2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitatingWe doUnit,unit, or $8,750,000 in the aggregate (or $10,062,500 if the underwriters’ over-allotment is exercised in full).aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Accounttrust account solely in the event that we complete a Business Combination,our initial business combination, subject to the terms of the underwriting agreement.accounting standardscondensed financial statements.SeptemberJune 30, 2020.2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of SeptemberJune 30, 2020,2021, solely due to the events that led to the Company’s restatement of its financial statements to reclassify the Company’s warrants and forward purchase agreement, our disclosure controls and procedures (as defined in RulesOverover Financial ReportingThere underthat occurred during the period covered by this reportmost recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Due solely to the events that led to our restatement of our financial statements, management has identified a material weakness in internal controls related to the accounting for warrants issued in connection with our initial public offering and the FPA. In light of the restatement of our December 31, 2020 financial statements, management has implemented remediation steps to address the material weakness and to improve our internal control over financial reporting. We performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles and we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.describedpreviously disclosed in Part I, Item 1A of our final prospectus filed withAnnual Report on Form 10-K/A for the SEC on October 7, 2020. As offiscal year ended December 31, 2020 no longer apply. For risk factors relating to our business following the date of this Quarterly Report, other than as described below, there have been no material changesBusiness Combination, please refer to the risk factors disclosed in our final prospectus filed with the SEC.The securities in which we invest the funds heldsection “Risk Factors” in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our Amended and Restated Memorandum and Articles of Association our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public shareholders.On October 9, 2020, we consummated our Initial Public Offering of 25,000,000 Units at a price of $10.00 per Unit, generating total gross proceeds of $250,000,000. J.P. Morgan Securities LLC and Jefferies LLC acted as the book-running managers. The securities sold in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-248899). The registration statements became effective on October 6, 2020 and registered the sale of a maximum of 28,750,000 Units. Additionally, we granted the underwriters in the Initial Public Offering a 45-day option from October 6, 2020 to purchase up to 3,750,000 additional Units.Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 4,666,667 Private Placement Warrants to our Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $7,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.Of the gross proceeds received from the Initial Public Offering and the sale of the Private Placement Warrants, $250,000,000 (consisting of $245,000,000 of net proceeds from the Initial Public Offering, which amount includes $8,750,000 in the form of deferred underwriting commissions, and $5,000,000 of proceeds from the sale of the Private Placement Warrants) was placed in the Trust Account.We paid a total of $5,000,000 in underwriting discounts and commissions and $465,163 for other costs and expenses related to the Initial Public Offering. In addition, the underwriter agreed to defer $8,750,000 in underwriting discounts and commissions.For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.* **Furnished.(1)Previously filed as an exhibit to our Current Report on Form 8-K filed on October 13, 2020 and incorporated by reference herein.(2)Previously filed as an exhibit to our Registration Statement on Form S-1 (No. 333-248899) filed on September 18, 2020 and incorporated herein by reference.EMPOWER LTD. Date: November 19, 2020August 11, 2021 Matthew RubelThomas W. Tomlinson Name: Matthew RubelThomas W. Tomlinson Title: Chief Executive Officer (Principal Executive Officer) Date: November 19, 2020August 11, 2021 Andrew SpringDominic Bardos Name: Andrew SpringDominic Bardos Title: Chief Financial Officer (Principal Financial and Accounting Officer) 18