DATED APRIL 8, 2021, SUBJECT TO COMPLETION
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF
EMPOWER LTD.
(A CAYMAN
ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR
121,014,500 SHARES OF COMMON STOCK
AND
13,000,000 PUBLIC
WARRANTS
OF
EMPOWER LTD.
(AFTER ITS
DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE),
WHICH WILL BE RENAMED HOLLEY INC. IN CONNECTION
WITH THE DOMESTICATION DESCRIBED HEREIN
The board of
directors of Empower Ltd., a Cayman Islands exempted company (Empower and, after the Domestication as described below, New Holley), has unanimously approved (1) the continuation and deregistration of Empower under the
Cayman Islands Companies Act (As Revised) and the domestication of Empower as a Delaware corporation under Section 388 of the Delaware General Corporation Law (the Domestication); (2) the merger of Empower Merger Sub I, Inc., a
Delaware corporation and subsidiary of Empower (Merger Sub I), with and into Holley Intermediate Holdings, Inc., a Delaware corporation (Holley), with Holley surviving the Merger as a wholly owned subsidiary of New Holley
(Company Merger I); (3) the merger of Empower Merger Sub II, LLC, a Delaware limited liability company and subsidiary of Empower (Merger Sub II), with and into Holley, with Merger Sub II surviving the merger as a wholly owned
subsidiary of New Holley (Company Merger II), in each case, pursuant to the terms of the Agreement and Plan of Merger, dated as of March 11, 2021, by and among Empower, Merger Sub I, Merger Sub II and Holley, attached to this proxy
statement/prospectus as Annex A (as may be amended from time to time, the Merger Agreement), as more fully described elsewhere in this proxy statement/prospectus; and (4) the other transactions contemplated by the Merger Agreement
and documents related thereto. In connection with the Business Combination, New Holley will change its name to Holley Inc.
As a
result of and upon the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Empower (the Empower Class A Shares) will
convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New Holley (the Domestication Common Stock); (2)
each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Empower (the Empower Class B Shares) will convert automatically, on a one-for-one basis, into a share of Domestication Common Stock; (3) each then issued and outstanding public warrant of Empower (the Empower Public Warrants) will automatically represent a
right to acquire one share of Domestication Common Stock (the Domestication Public Warrants), on the terms and conditions set forth in the warrant agreement, dated October 6, 2020, between Empower and Continental Stock
Transfer & Trust Company, as warrant agent (the Warrant Agreement); (4) each then issued and outstanding private placement warrant of Empower issued prior to Empowers initial public offering (the Empower Private
Warrants) will represent a right to acquire one share of Domestication Common Stock (the Domestication Private Warrants), on the terms and conditions set forth in the Warrant Agreement and (5) each of the then issued and
outstanding units of Empower that have not been previously separated into the underlying Empower Class A Shares and underlying Empower Public Warrants (the Empower Units), will be separated and will entitle the holder thereof to one
share of Domestication Common Stock and one-third of one Domestication Public Warrant. No fractional Domestication Public Warrants will be issued upon separation of the Empower Units.
As a result of and upon the Closing (as defined below), among other things, all outstanding capital stock of Holley (as more fully described
elsewhere in this proxy statement/prospectus) as of immediately prior to the effective time of Company Merger I will be cancelled in exchange for the right to receive, or the reservation of, an aggregate of at least 57,750,000 shares of
Domestication Common Stock (at a deemed value of $10.00 per share) (the Securities Merger Consideration) and up to $387.5 million in cash (the Cash Merger Consideration), each subject to certain adjustments more fully
described elsewhere in this proxy statement/prospectus (the Aggregate Merger Consideration). Accordingly, this proxy statement/prospectus also relates to the issuance by New Holley of approximately 31.25 million shares of
Domestication Common Stock issued in connection with the Domestication and Company Merger I described herein. In addition, this proxy statement/prospectus relates to the resale of such shares of Domestication Common Stock. The holders of these
shares may from time to time sell, transfer or otherwise dispose of any or all of these shares in a number of different ways and at varying prices, and we will not receive any proceeds from such transactions.
This prospectus covers (1) 25,000,000 shares of Domestication Common Stock that will be issued to holders of Empower Class A Shares in
connection with the Domestication, (2) 8,333,333 Domestication Public Warrants that, pursuant to the terms of the Warrant Agreement, will represent a right to acquire Domestication Common Stock upon exercise following the Domestication, (3) 333,333
shares of Domestication Common Stock that, pursuant to the terms of the Warrant Agreement underly the Domestication Public Warrants in accordance with the Warrant Agreement, and (4) 76,764,500 shares of Domestication Common Stock, representing the
maximum number of shares issuable as Securities Merger Consideration.
This prospectus does not cover (A) 6,250,000 shares of Domestication
Common Stock that will be issued to holders of Empower Class B Shares in connection with the Domestication, (B) 4,666,667 Domestication Private Warrants that, pursuant to the terms of the Warrant Agreement, will represent a right to acquire
Domestication Common Stock upon exercise following the Domestication, (C) 4,666,667 shares of Domestication Common Stock that, pursuant to the Warrant Agreement underly the Domestication Private Warrants in accordance with the Warrant Agreement, (D)
24,000,000 shares of Domestication Common Stock that will be issued to certain investors (PIPE Investors) in connection with the consummation of the Business Combination and pursuant to those certain subscription agreements, dated as of
March 11, 2021, by and between Empower, on the one hand, and each PIPE Investor on the other hand (collectively, the PIPE Subscription Agreements) and (E) 5,000,000 Empower Units (to be separated into 5,000,000 shares of
Domestication Common Stock and 1,666,667 Domestication Public Warrants following the Domestication) that will be issued to Empower Funding, LLC, a Delaware limited liability company (together with its designees and assignees, the A&R FPA
Investor), in connection with the consummation of the Business Combination and pursuant to that certain amended and restated forward purchase agreement, dated as of March 11, 2021, by and between A&R FPA Investor and Empower (the
A&R FPA).
The Empower Units, Empower Class A Shares and Empower Public Warrants are currently listed on the New York
Stock Exchange (NYSE) under the symbols EMPW.U, EMPW and EMPW WS, respectively. New Holley will apply for listing, to be effective at the time of the Business Combination, of Domestication Common Stock
and Domestication Public Warrants on the NYSE under the proposed symbols HLLY and HLLY WS, respectively. It is a condition of the consummation of the Business Combination that Empower receive confirmation from NYSE that the
Domestication Common Stock and Domestication Public Warrants have been approved for listing on NYSE. There can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated
unless such listing condition is waived by the applicable parties.
This proxy
statement/prospectus provides shareholders of Empower with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of Empower. We encourage you to read this entire
document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled Risk
Factors of this proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.