QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
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25 |
March 31, 2021 |
December 31, 2020 |
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(unaudited) |
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ASSETS |
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Current Assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Cash and marketable securities held in trust account |
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Total Assets |
$ |
$ |
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LIABILITIES AND SHAREHOLDERS’ DEFICIT |
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Current liabilities—accrued expenses |
$ | $ | ||||||
Warrant liability |
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Forward purchase agreement liability |
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Deferred underwriting fee payable |
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Total Liabilities |
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Commitments |
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Class A ordinary shares subject to possible redemption, |
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Shareholders’ Deficit |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ shares issued and outstanding |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ Deficit |
( |
) |
( |
) | ||||
Total Liabilities and Shareholders’ Deficit |
$ |
$ |
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Three months ended March 31, 2021 |
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Formation and operating costs |
$ | |||
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Loss from operations |
( |
) | ||
Other income (expenses): |
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Interest earned on marketable securities held in trust account |
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Unrealized gain on marketable securities held in trust account |
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Change in fair value of warrant liability |
( |
) | ||
Change in fair value of forward purchase agreement liability |
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Net loss |
$ |
( |
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Weighted average Class A ordinary shares outstanding |
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Basic and diluted net loss per Class A ordinary share |
$ |
( |
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Weighted average Class B ordinary shares outstanding |
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Basic and diluted net loss per Class B ordinary share |
$ |
( |
) | |
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Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
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Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance – December 31, 2020 (Restated) |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Accretion for Class A ordinary shares subject to possible redemption amount |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
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Balance – March 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
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Three months ended March 31, 2021 |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Interest earned on marketable securities held in trust account |
( |
) | ||
Unrealized gain on marketable securities held in trust account |
( |
) | ||
Change in fair value of warrant liability |
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Change in fair value of forward purchase agreement liability |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accrued expenses |
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Net cash used in operating activities |
( |
) | ||
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Net Change in Cash |
( |
) | ||
Cash – Beginning |
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Cash – Ending |
$ |
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Non-Cash Investing and Financing Activities: |
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Accretion of Class A ordinary shares subject to possible redemption |
$ | ( |
) | |
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As Previously Reported |
Adjustment |
As Restated |
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Balance Sheet as of March 31, 2021 |
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Ordinary shares subject to possible redemption |
$ | $ | $ | |||||||||
Ordinary Shares |
$ | $ | ( |
) | $ | — | ||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | — | ||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Shareholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 |
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Change in value of Ordinary shares of subject to redemption |
$ | $ | ( |
) | $ | — | ||||||
Accretion for Class A Ordinary shares to redemption amount |
$ | — | $ | ( |
) | $ | ( |
) | ||||
Total Shareholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Statement of Cash Flows for the three months ended March 31, 2021 |
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Change in value of ordinary shares subject to possible redemption |
$ | ( |
) | $ | $ |
As Previously Reported |
Adjustment |
As Restated |
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Statement of Operations for the Three Months Ended March 31, 2021 |
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Weighted average Class A ordinary shares outstanding |
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Basic and diluted net loss per Class A ordinary share |
$ | — | $ | ( |
) | $ | ( |
) | ||||
Weighted average Class B ordinary shares outstanding |
( |
) | ||||||||||
Basic and diluted net loss per Class B ordinary share |
$ | ( |
) | $ | $ | ( |
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Gross proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
$ | ( |
) | |
Class A ordinary shares issuance costs |
$ | ( |
) | |
Plus: |
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Accretion of carrying value to redemption value |
$ | |||
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Ordinary shares subject to possible redemption |
$ | |||
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Three Months Ended March 31, 2021 |
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Class A |
Class B |
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Basic and diluted net loss per ordinary share |
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Numerator: |
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Allocation of net loss, as adjusted |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net loss per ordinary share |
$ | ( |
) | $ | ( |
) |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $0.01 per public warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• |
in whole and not in part; |
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and |
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
March 31, 2021 |
December 31, 2020 |
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Assets: |
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Cash and marketable securities held in trust account |
1 | $ | $ | |||||||||
Liabilities: |
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Warrant liability – public warrants |
1 | |||||||||||
Warrant liability – private placement warrants |
3 | |||||||||||
Forward purchase agreement liability |
3 |
Private Placement |
Public |
Warrant Liabilities |
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Fair value as of December 31, 2020 |
$ | $ | $ | |||||||||
Change in valuation inputs or other assumptions |
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Fair value as of March 31, 2021 |
$ | $ | $ | |||||||||
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FPA Liability |
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Fair value, December 31, 2020 |
$ | 0,000 | ||
Recognized gain on change in fair value (1) |
( |
) | ||
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|
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Fair value, March 31, 2021 |
$ | |||
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(1) | Represents the non-cash gain on change in valuation of the FPA liability and is included in Recognized gain on change in fair value of FPA liability on the statement of operations. |
Input |
March 31, 2021 | December 31, 2020 | ||||||
Risk-free interest rate |
% | % | ||||||
Trading days per year |
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Expected volatility |
% | % | ||||||
Exercise price |
$ | $ | ||||||
Stock Price |
$ | $ |
* | Filed herewith. |
** | Furnished herewith. |
HOLLEY INC. (F/K/A EMPOWER LTD.) | ||||||
Date: February 4, 2022 | /s/ Thomas W. Tomlinson | |||||
Name: | Thomas W. Tomlinson | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: February 4, 2022 | /s/ Dominic Bardos | |||||
Name: | Dominic Bardos | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |