United States securities and exchange commission logo
June 8, 2021
Andrew Spring
Chief Financial Officer
Empower Ltd.
c/o MidOcean Partners
245 Park Avenue, 38th Floor
New York, NY 10167
Re: Empower Ltd.
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 25, 2021
File No. 333-255133
Dear Mr. Spring:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our May
5, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Information about Holley, page 17
1. We note your revisions
in response to our comment 2. Please balance your disclosure
about what you believe
to be the size of the performance automotive aftermarket parts
industry with the
percentage of that market that you are currently seeking to address in
your product
categories. For example, we note that the six product categories you
describe on page 188
each represent between 1% and 4% of the total addressable market.
2. We note your response
to comment 3. Please disclose that the October 2020 study was
prepared for your
majority shareholder. Notwithstanding the terms of the engagement
Andrew Spring
Empower Ltd.
June 8, 2021
Page 2
letter, please explain why you are not required to identify the third
party by name and to
obtain and file the third party s consent pursuant to Rule 436 of
the Securities Act and
Securities Act Rules C&DI 233.02.
Unaudited Pro forma Condensed Combined Statement of Comprehensive Income
(Loss), page
81
3. Please revise to present the impact of the partial repayment of debt
included in footnote
AA and AD in the Financing Transaction Accounting Adjustments column
of the pro
forma income statements.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations,
page 89
4. We note your revised disclosure in response to our comment 11. Please
revise to include
the basis for the rates used in your calculations for pro forma income
tax expense.
Certain Projected Financial Information, page 120
5. We note your disclosure in response to comment 12. Please provide the
assumptions used
for competition, general business, economic market, financial
conditions and matters
specific to the business of Holley.
Unudited Consolidated Financial Statements of Holley Intermediate Holdings,
Inc. and
Subsidiaries
Note 14. Subsequent Events, page F-88
6. We note that Holley Intermediate Holdings, Inc. acquired substantially
all of the assets
and liabilities of AEM Performance Inc. for approximately $52 million
on April 14, 2021.
Please expand your disclosure to specify whether this was a business
acquisition and how
you funded the acquisition.
Exhibit 23.2, page II-3
7. The consent does not include the auditor s signature. Please include
a signed consent.
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.
FirstName LastNameAndrew Spring Sincerely,
Comapany NameEmpower Ltd.
Division of
Corporation Finance
June 8, 2021 Page 2 Office of
Manufacturing
FirstName LastName