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Filing Details

Accession Number:: 0001437749-22-019361
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2022-08-08 16:06:53
Reporting Period:: 2020-10-09

Accepted Time:: 2022-08-08 16:06:53
Original Submission Date:: 2021-07-19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1822928	Holley Inc.	HLLY	()	4/A

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1268105	Edward J Virtue	C/O Midocean Partners 245 Park Ave., 38Th Floor New York NY 10167	No	No	Yes	No
1268106	Ltd Capital Ultramar	C/O Midocean Partners 245 Park Ave., 38Th Floor New York NY 10167	No	No	Yes	No
1716464	Midocean Partners V, L.p.	C/O Midocean Partners 245 Park Ave., 38Th Floor New York NY 10167	No	No	Yes	No
1824500	Empower Sponsor Holdings Llc	C/O Midocean Partners 245 Park Ave., 38Th Floor New York NY 10167	No	No	Yes	No
1879336	Midocean Associates V, L.p.	C/O Midocean Partners 245 Park Ave., 38Th Floor New York NY 10167	No	No	Yes	No
1879337	Midocean Partners V Executive, L.p.	C/O Midocean Partners 245 Park Ave., 38Th Floor New York NY 10167	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-07-16	6,250,000	$0.00	6,250,000	No	4	C	Direct
Common Stock	Acquisiton	2020-07-16	4,975,000	$0.00	4,975,000	No	4	P	Indirect	By MidOcean Partners V, L.P.
Common Stock	Acquisiton	2020-07-16	25,000	$0.00	25,000	No	4	P	Indirect	By MidOcean Partners V Executive, L.P.
Common Stock	Acquisiton	2020-07-16	1,100,000	$10.00	6,075,000	No	4	P	Indirect	By MidOcean Partners V, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	P	Indirect	By MidOcean Partners V, L.P.
No	4	P	Indirect	By MidOcean Partners V Executive, L.P.
No	4	P	Indirect	By MidOcean Partners V, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Class B ordinary shares	Acquisiton	2020-08-21	7,187,500	$0.00	7,187,500	$0.00
Common Stock	Warrants to purchase Common Stock	Acquisiton	2020-10-09	4,666,667	$1.50	4,666,667	$11.50
Common Stock	Class B ordinary shares	Disposition	2020-11-23	937,500	$0.00	937,500	$0.00
Common Stock	Class B ordinary shares	Disposition	2021-07-16	6,250,000	$0.00	6,250,000	$0.00
Common Stock	Warrants to purchase Common Stock	Acquisiton	2021-07-16	1,658,333	$0.00	1,658,333	$11.50
Common Stock	Warrants to purchase Common Stock	Acquisiton	2021-07-16	8,333	$0.00	8,333	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,187,500			No	4	P	Direct
4,666,667	2021-10-09	2026-07-16	No	4	P	Direct
6,250,000			No	4	J	Direct
0			No	4	C	Direct
1,658,333	2021-10-09	2026-07-16	No	4	P	Indirect
8,333	2021-10-09	2026-07-16	No	4	P	Indirect

Footnotes

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.