8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

UNDER THE SECURITIES ACT OF 1933

CURRENT REPORT

Pursuantto Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2021

EMPOWER LTD.

(Exactname of registrant as specified in its charter)

Cayman Islands	001-39599	N/A
(State or other jurisdiction ofincorporation or organization)	(Commission<br><br><br>File Number)	(IRS EmployerIdentification No.)

c/o MidOcean Partners

245 Park Avenue, 38th Floor

New York, NY 10167

(Address of principal executive offices, including zip code)

(212) 497-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	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<br>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><br><br>Symbol(s)	Name of each exchange<br><br><br>on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant	EMPW.U	The New York Stock Exchange
Class A Ordinary Shares included as part of the units	EMPW	The New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one share of Class A Ordinary Share at an exercise price of $11.50	EMPW WS	The 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 5.07 Submission of Matters to a Vote of Security Holders.

On July 14, 2021, Empower Ltd. (the “Company” or, after giving effect to the business combination, “NewHolley”) held an extraordinary meeting in lieu of the 2021 annual meeting of shareholders (the “Extraordinary Meeting”) as a virtual meeting, conducted via live webcast, in connection with the proposed business combination by and among the Company, Empower Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Empower Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub II”), and Holley Intermediate Holdings, Inc., a Delaware corporation (“Holley”), as described in the Company’s proxy statement/prospectus filed with the U.S. Securities and Exchange Commission and mailed to shareholders on June 24, 2021 (the “Proxy Statement”). Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Extraordinary Meeting and the final voting results are indicated below. Each Proposal voted on at the Extraordinary Meeting is described in detail in the Proxy Statement.

As of the close of business on June 7, 2021, the record date for the Extraordinary Meeting, there were approximately 25,000,000 class A ordinary shares, par value $0.0001 per share (the “Empower Class A Share”), and 6,250,000 class B ordinary shares, par value $0.0001 per share (the “EmpowerClass B Share”, and together with the Empower Class A Share, the “Empower Ordinary Shares”), outstanding. A total of 24,230,210 Empower Ordinary Shares, representing approximately 77.54% of the outstanding Empower Ordinary Shares entitled to vote, were present in person or by proxy, constituting a quorum.

1. TheBusiness Combination Proposal  – Proposal to adopt the Merger Agreement, dated as of March 11, 2021 (as it may be amended from time to time, the “Merger Agreement”) by and among the Company, Merger Sub I, Merger Sub II and Holley, and approve the transactions contemplated thereby, including, the merger of Merger Sub I with and into Holley (“Company Merger I”), with Holley surviving Company Merger I as a wholly owned subsidiary of the Company, followed by the merger of Holley with and into Merger Sub II (“Company Merger II”) with Merger Sub II surviving Company Merger II as a wholly owned subsidiary of the Company (the “Mergers”), in accordance with the terms and subject to the conditions of the Merger Agreement (Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
1.		22,541,068		1,656,711		32,431

The Business Combination Proposal was approved, having received “for” votes from holders of at least 93.15% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

2. The RedomesticationProposal  – Proposal to approve by special resolution the change of the Company’s jurisdiction of incorporation by continuing and deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Mergers, the “Business Combination”) (Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
2.		78,790,748		1,656,711		32,751

The Redomestication Proposal was approved, having received “for” votes from holders of at least 97.94% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

3. TheNon-Binding Organizational Documents Proposals  – Proposals with respect to the replacement of Empower’s Amended and Restated Memorandum and Articles of Association, as amended from time to time (the “Cayman Constitutional Documents”), with the Certificate of Incorporation of New Holley (the “Proposed Charter”) and the Bylaws of New Holley (the “ProposedBylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) following the Domestication, each to be voted upon separately on a non-binding advisory basis.

(A) Authorized Shares  – Proposal to amend the Cayman Constitutional Documents to authorize 555,000,000 shares, consisting of 550,000,000 shares of Domestication Common Stock and 5,000,000 shares of New Holley preferred stock. (Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
3A.		19,951,474		4,245,935		32,801

The Authorized Shares Proposal was approved, having received “for” votes from holders of at least 82.45% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

(B) Exclusive Forum Provision – Proposal to amend the Cayman Constitutional Documents to adopt Delaware as the exclusive forum. **** (Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
3B.		18,778,749		5,372,824		78,637

The Exclusive Forum Provision Proposal was approved, having received “for” votes from holders of at least 77.75% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

(C) Takeovers by InterestedStockholders – Proposal to amend the Cayman Constitutional Documents to allow New Holley to elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders and, instead, be governed by a provision substantially similar to Section 203 of the DGCL. (Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
3C.		16,316,330		7,880,883		32,997

The Takeovers by Interested Stockholders Proposal was approved, having received “for” votes from holders of at least 67.43% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

(D) Adoption of Supermajority VoteRequirement to Amend the Proposed Organizational Documents – Proposal to amend the Cayman Constitutional Documents to require the affirmative vote of at least (i) 66 2/3% to adopt, amend or repeal Article VI of the Proposed Bylaws (ii) 66.7%, to adopt, amend or repeal amend, alter, repeal or rescind Section 4.2 and Articles V, VII, VIII, X, XI and XII of the Proposed Charter and (iii) 80% to adopt, amend or repeal Article IX of the Proposed Charter (Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
3D.		14,678,498		9,468,139		83,573

The Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents Proposal was approved, having received “for” votes from holders of at least 60.79% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

(E) Removal of Directors – Proposal to amend the Cayman Constitutional Documents to permit the removal of a director only for cause and only by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote at an election of directors. **(**Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
3E.		15,565,589		8,581,597		83,024

The Removal of Directors Proposal was approved, having received “for” votes from holders of at least 64.46% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

(F) Action by Written Consent of Stockholders– Proposal to amend the Cayman Constitutional Documents to require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.**(**Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
3F.		16,003,593		8,193,664		32,953

The Action by Written Consent of Stockholders Proposal was approved, having received “for” votes from holders of at least 66.14% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

(G) CorporateOpportunities – Proposal to amend the Cayman Documents to explicitly waive any Constitutional expectation of corporate opportunities with respect to New Holley’s non-employee directors**(**Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
3G.		16,007,723		7,874,367		348,120

The Corporate Opportunities Proposal was approved, having received “for” votes from holders of at least 67.03% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

(H) Other Changes In Connection WithAdoption of the Proposed Organizational Documents – Proposal to amend the Cayman Constitutional Documents to authorize (1) changing the corporate name from “Empower Ltd.” to “Holley Inc.”, (2) making New Holley’s corporate existence perpetual, and (3) removing certain provisions related to Empower’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination **(**Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
3H.		19,212,883		4,984,635		32,692

The Other Changes In Connection With Adoption of the Proposed Organizational Documents Proposal was approved, having received “for” votes from holders of at least 79.40% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

4. The Binding Charter Proposal  – Proposal to adopt by special resolution the Proposed Charter in the form attached to the Proxy Statement as Annex C. (Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
4.		20,808,857		3,388,814		32,539

The Binding Charter Proposal was approved, having received “for” votes from holders of at least 86.00% of the outstanding Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

5. The Director ElectionProposal  – Proposal to elect seven (7) directors who upon consummation of the Business Combination will be directors of New Holley. (Votes of holders of Empower Class B Shares only):

Proposal No.	EmpowerClass B SharesVotes For		EmpowerClass B SharesVotes Against		EmpowerClass B SharesAbstentions
5.		6,250,000		0		0

The Director Election Proposal was approved, having received “for” votes from holders of 100% of the outstanding Empower Class B Shares represented in person or by proxy at the Extraordinary Meeting.

6. The NYSE Proposal –  Proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% Empower Class A Shares and Empower Class B Shares pursuant to the Business Combination. (Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
6.		21,813,088		2,384,821		32,301

The NYSE Proposal was approved, having received “for” votes from holders of at least 90.14% of the outstanding shares of Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

7. The Incentive Plan Proposal– Proposal to approve the Holley Inc. 2021 Stock Incentive Plan (the “Incentive Plan”), in the form attached to the Proxy Statement as Annex I, including the authorization of the initial share reserve under the Incentive Plan. (Empower Class A Share and Empower Class B Share, voting together as a single class):

Proposal No.	EmpowerOrdinary SharesVotes For		EmpowerOrdinary SharesVotes Against		EmpowerOrdinary SharesAbstentions
7.		22,988,311		1,203,132		38,767

The Incentive Plan Proposal was approved, having received “for” votes from holders of at least 95.03% of the outstanding shares of Empower Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

As there were sufficient votes at the time of the Extraordinary Meeting to approve each of the above Proposals, the “Adjournment Proposal” described in the Proxy Statement is not applicable.

Item 7.01.	Regulation FD Disclosure.

On July 14, 2021, the Company issued a press release announcing the results of the Company’s Extraordinary Meeting of its shareholders, which is included in this Report as Exhibit 99.1.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber	Description
99.1	Press Release, dated July 14, 2021

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.

Dated: July 14, 2021

EMPOWER LTD.
By:	/s/ Matthew Rubel
Name:	Matthew Rubel
Title:	Chief Executive Officer and Executive Chairman

EX-99.1

Exhibit 99.1

Empower Ltd. Shareholders Approve Business Combination with Holley

July 15, 2021 08:30 AM Eastern Daylight Time

BOWLING GREEN, Ky.—(BUSINESS WIRE)—Empower Ltd. (NYSE: “EMPW” “EMPW-UN” and “EMPW-WT”) (“Empower”), a publicly-traded special purpose acquisition company, announced today that its shareholders voted to approve the business combination with Holley Intermediate Holdings Inc. (“Holley”).

“We are thrilled to reach this important milestone with Holley in the merger process”

Tweet this

“We are thrilled to reach this important milestone with Holley in the merger process,” said Matthew Rubel, Chairman of the Board and Chief Executive Officer of Empower. “The performance automotive aftermarket is vibrant and continues to experience substantial enthusiast and engagement growth, and we look forward to the emerging opportunities ahead with Holley as a public company.”

Empower held its extraordinary general meeting of shareholders to approve the proposed merger on Wednesday July 14, 2021. The closing of Empower’s business combination with Holley, subject to satisfaction of certain customary closing conditions, is expected to occur on or about Friday July 16, 2021. Upon closing, the combined company will be named Holley Inc. Its common stock will remain listed on the New York Stock Exchange under the new ticker symbol HLLY.

About Holley

Holley is a leading designer, marketer, and manufacturer of high-performance products for car and truck enthusiasts. Holley offers the largest portfolio of iconic brands that deliver innovation and inspiration to a large and diverse community of millions of avid automotive enthusiasts who are passionate about the performance and personalization of their classic and modern cars. Holley has disrupted the performance category by putting the enthusiast consumer first, developing innovative new products, and building a robust M&A process that has added meaningful scale and diversity to its platform. For more information on Holley, visit www.holley.com.

About Empower Ltd.

Empower is a blank check company formed by MidOcean Partners whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Empower’s management team is led by Matt Rubel, its Chief Executive Officer and Executive Chairman of its Board of Directors, and Graham Clempson, Empower’s President. Empower raised $250,000,000 in its initial public offering in October 2020 and is listed on the NYSE under the ticker symbols “EMPW”, “EMPW-UN” and “EMPW-WT”. For more information, visit www.empowermidocean.com.

Forward-Looking Statements

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 and within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Holley’s or Empower’s future financial or operating performance. For example, projections of future sales and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “would,” “will continue,” “will be,” “will likely result,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “strategy,” “future,” “opportunity,” “plan,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Holley and its management and Empower and its management, as the case may be, are inherently uncertain factors that may cause actual results to differ materially from current expectations including those risks and uncertainties set forth in the section entitled “Risk Factors” and “Forward-Looking Statements; Market, Ranking and Other Industry Data” in Empower’s Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”), as amended and supplemented, and other documents of Empower filed, or to be filed, with the SEC. Although Holley and Empower believe the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. There may be additional risks that Holley and Empower presently do not know or that Holley and Empower currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Holley nor Empower undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Contacts

Media:

Phil Denning / Michael Wolfe

ICR, Inc.

EmpowerPR@icrinc.com

(646) 277-1200

Investor Relations:

Tom Filandro / Nitza McKee

ICR, Inc.

HolleyIR@icrinc.com

(646) 277-1200