EX-99.1

PROXY

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 THROUGH 8.

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Proposal No. 1 – Business Combination Proposal	FOR	AGAINST	ABSTAIN
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 Empower, Empower Merger Sub I, Inc., a Delaware corporation and subsidiary of Empower (“Merger Sub I”), Empower Merger Sub II, LLC, a Delaware limited liability company and subsidiary of Empower (“Merger Sub II”) and Holley Intermediate Holdings, Inc., a Delaware corporation (“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 Empower, 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 Empower (the “Mergers”), in accordance with the terms and subject to the conditions of the Merger Agreement. The Business Combination Proposal is conditioned on the approval of each of the Redomestication Proposal, the Binding Charter Proposal and the NYSE Proposal. Therefore, if each of the Redomestication Proposal, the Binding Charter Proposal and the NYSE Proposal is not approved, the Business Combination Proposal will have no effect.

Proposal No. 2 – Redomestication Proposal
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	FOR ☐	AGAINST ☐	ABSTAIN ☐
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”). The Redomestication Proposal is conditioned on the approval of each of the Business Combination Proposal, the Binding Charter Proposal and the NYSE Proposal. Therefore, if each of the Business Combination Proposal, the Binding Charter Proposal and the NYSE Proposal is not approved, the Redomestication Proposal will have no effect.

Proposal No. 3 – Non-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 “Proposed Bylaws” 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.

Proposal No. 3A – Authorized Shares – Proposal to amend the Cayman Constitutional Documents to authorize 555,000,000 shares, consisting of 550,000,000 shares	FOR ☐	AGAINST ☐	ABSTAIN ☐
of Domestication Common Stock and 5,000,000 shares of New Holley preferred stock.

Proposal No. 3B – Exclusive Forum Provision – Proposal to amend the Cayman Constitutional Documents to adopt Delaware as the exclusive forum.	FOR ☐	AGAINST ☐	ABSTAIN ☐

Proposal No. 3C – Takeovers by Interested Stockholders – Proposal to amend the Cayman Constitutional Documents to allow New Holley	FOR ☐	AGAINST ☐	ABSTAIN ☐
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.

Proposal No. 3D – Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents – Proposal to amend the Cayman	FOR ☐	AGAINST ☐	ABSTAIN ☐
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.

Proposal No. 3E – Removal of Directors – Proposal to amend the Cayman Constitutional Documents to permit the removal of a director only for cause and only by the	FOR ☐	AGAINST ☐	ABSTAIN ☐
affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote at an election of directors.

Proposal No. 3F – 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.	FOR ☐	AGAINST ☐	ABSTAIN ☐


Proposal No. 3G – Corporate Opportunities – Proposal to amend the Cayman Documents to explicitly waive any Constitutional expectation of corporate opportunities with respect to New Holley’s non-employee directors.	FOR ☐	AGAINST ☐	ABSTAIN ☐

Proposal No. 3H – Other Changes In Connection With Adoption of the Proposed Organizational Documents –	FOR ☐	AGAINST ☐	ABSTAIN ☐
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

Proposal No. 4 – Binding Charter Proposals
Proposal to adopt by special resolution the Proposed Charter in the form attached to the Proxy Statement as Annex C. The Binding Charter Proposal is conditioned on the approval	FOR ☐	AGAINST ☐	ABSTAIN ☐
of each of the Business Combination Proposal, the Redomestication Proposal and the NYSE Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal and the NYSE Proposal is not approved, the Binding Charter Proposal will have no effect.

Proposal No. 5 – Director Election Proposal
Proposal to elect seven (7) directors who upon consummation of the Business Combination will be directors of New Holley. The	FOR ☐	AGAINST ☐	ABSTAIN ☐
Director Election Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal is not approved, the Director Election Proposal will have no effect. Only holders of Class B ordinary shares of Empower are entitled to vote for this Proposal No. 5.

Proposal No. 6 – The NYSE Proposal	FOR	AGAINST	ABSTAIN
Proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of	☐	☐	☐
Empower Class A Shares and Empower Class B Shares pursuant to the Business Combination. The NYSE Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal and the Binding Charter Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal and the Binding Charter Proposal is not approved, the NYSE Proposal will have no effect.

Proposal No. 7 – Incentive Plan Proposal	FOR	AGAINST	ABSTAIN
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. The Incentive Plan Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal is not approved, the Incentive Plan Proposal will have no effect.

Proposal No. 8 – Adjournment Proposal	FOR	AGAINST	ABSTAIN
Proposal to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of	☐	☐	☐
proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Approval Proposal, the Incentive Plan Proposal, the Director Election Proposal, and the NYSE Proposal.

Note: If any other matters properly come before the Extraordinary Meeting, unless such authority is withheld on this proxy card, the proxies will vote on such matters in their discretion.


		CONTROL NUMBER

Signature Signature if held jointly Date , 2021.

Note: Signature should agree with named printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign above. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should also submit powers of attorney.


EMPOWER LTD.	Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on [*], 2021.

		INTERNET/MOBILE – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.

		Vote at the Meeting – If you plan to attend the virtual online annual meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend: https://www.cstproxy.com/empower/sm2021
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.		MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.