8-K
Holley Inc. (HLLY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 7, 2025 (January 1, 2025)
HOLLEY INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39599 | 87-1727560 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (IRS Employer<br> Identification No.) |
| 2445 Nashville Road, Suite B1 , Bowling Green, KY | 42101 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(270) 782-2900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> Symbol(s) | Name of each exchange<br> on which registered |
|---|---|---|
| Common stock, par value $0.0001 per share | HLLY | New York Stock Exchange |
| Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share | HLLY WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into Material Definitive Agreement.
On January 1, 2025, Holley Inc. (the “Company”), entered into an agreement with Cataclean Global Limited ("Cataclean") to purchase a perpetual exclusive license in North America for developing, manufacturing, marketing, distributing, using and selling existing Cataclean products as well as future product formulations in all sales channels in North America for a total purchase price of $23.8 million.
Item 9.01
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press release dated January 7, 2025 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOLLEY INC. | |
|---|---|
| By: | /s/ Jesse Weaver |
| Name: Jesse Weaver | |
| Title: Chief Financial Officer |
Date: January 7, 2025
ex_759355.htm
Exhibit 99.1
PRESS RELEASE
| 2445 Nashville Road Suite B1<br><br> <br>Bowling Green, KY 42101<br><br> <br>Holley.com |
|---|
Holley Performance Brands Announces Exclusive North American Licensing Agreement for Cataclean Products
BOWLING GREEN, Ky. – January 7, 2025– Holley Performance Brands ("Holley") (NYSE: HLLY) a leader in automotive aftermarket performance solutions, today announced a perpetual exclusive license agreement with Cataclean Global Limited (“Cataclean”) for the North American market. The enhanced partnership allows Holley to develop, manufacture, market, distribute and sell Cataclean branded products in the U.S., Canada and Mexico. The transaction total purchase price is $23.8 million.
Cataclean is a leading performance automotive additives maker in the U.K. and North America. Engineered to help engines perform better, last longer and run cleaner, the Cataclean signature fuel and exhaust system cleaner has become a trusted mainstay for enthusiasts and mechanics. Holley Performance Brands has enjoyed a longstanding relationship with Cataclean, helping to grow the brand in the U.S. for more than a decade.
“We are extremely excited to announce the agreement with Cataclean to be their exclusive partner in North America,” said Matthew Stevenson, President and Chief Executive Officer, Holley Performance Brands. “Our strengthened partnership is a testament to our continued commitment to provide a comprehensive portfolio of respected brands and products that serve enthusiasts across our four consumer vertical groupings.”
Holley to Offer Cataclean Products in New Markets and Channels
The exclusive partnership with Cataclean is a cornerstone in Holley’s continued efforts to develop a full line of performance chemical offerings for consumers in North America. The licensing agreement positions Holley to expand the Cataclean brand in new channels and markets and through new formulations – promoting continued growth for both Cataclean and Holley.
In addition to perpetual exclusivity, the license agreement includes unlimited sales channel access, exclusive access to new formulations and expansion of the Cataclean brand’s reach into Mexico. The mutually beneficial terms allow Holley and Cataclean to invest in the brand and infrastructure necessary to deliver continued growth for both organizations and furthers the Holley mission to bring performance, safety, fun and excitement to automotive enthusiasts.
For more Holley Performance Brands company news, click here.
Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties, and other important factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including but not limited to Holley’s ability to (1) successfully design, develop, and market new products, (2) maintain and strengthen demand for our products and brands, (3) attract new customers in a cost-effective manner, (4) expand into additional consumer markets, and (5) and the other risks and uncertainties set forth in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 14, 2024, and in any subsequent filings with the SEC.
About Holley Performance Brands
Holley Performance Brands (NYSE: HLLY) leads in the design, manufacturing and marketing of high-performance products for automotive enthusiasts. The company owns and manages a portfolio of iconic brands, catering to a diverse community of enthusiasts passionate about the customization and performance of their vehicles. Holley Performance Brands distinguishes itself through a strategic focus on four consumer vertical groupings, including Domestic Muscle, Modern Truck & Off-Road, Euro & Import, and Safety & Racing, ensuring a wide-ranging impact across the automotive aftermarket industry. Renowned for its innovative approach and strategic acquisitions, Holley Performance Brands is committed to enhancing the enthusiast experience and driving growth through innovation. For more information on Holley Performance Brands and its dedication to automotive excellence, visit https://www.holley.com.
Media Relations Contact(s):
Jordan Moore, jmoore@tinymightyco.com / Sydney Goggans, sgoggans@tinymightyco.com
Investor Relations Contacts:
Anthony Rozmus / Neel Sikka
Solebury Strategic Communications
203-428-3224
Holley@soleburystrat.com