PART IIRULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)
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☒
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART IIINARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
Empower Ltd. (the Company) has determined that it is unable
to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the Q1 2021 Form 10-Q) within the prescribed time period without
unreasonable effort or expense. On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the SEC) issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies (SPACs) (the SEC Staff Statement), which provides guidance for all SPACs regarding the accounting and reporting for their warrants. Following review of the SEC Staff Statement, the Company
reevaluated the accounting treatment of its public warrants and private placement warrants issued in connection with the Companys initial public offering (the Warrants) and the forward purchase agreement between the Company and
Empower Funding LLC (FPA) and concluded that, based on the SEC Staff Statement, the Warrants and the FPA were determined to be classified as liabilities measured at fair value, with subsequent changes in fair value recorded in the
Companys Statement of Operations each reporting period.
The Company intends to file restated financial statements as of and for the year ended
December 31, 2020 in Amendment No. 1 to its Annual Report on Form 10-K/A (the Restatement) on or prior to May 24, 2021, which is the first business day following the fifth calendar day after the prescribed due date for the Companys
Q1 2021 Form 10-Q for the quarter ended March 31, 2021 (as the fifth calendar day after such prescribed due date is a Saturday). The Company intends to file the Q1 2021 Form 10-Q immediately following the filing of the Restatement.
The Company is working diligently to complete the Q1 2021 Form 10-Q as soon as possible; however, given the scope of
the valuation process for calculating the fair value of the liability represented by the Warrants in accordance with the SEC Staff Statement, the Company is unable to complete and file the Q1 2021 Form 10-Q by
the required due date of May 17, 2021 without unreasonable effort and expense. The Company does expect to file such report on or prior to May 24, 2021.
PART IVOTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification.
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Matthew Rubel
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(212)
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497-1400
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? Yes ☐ No ☒
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If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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