MidOcean Partners V, L.P.

SEC source: 0001437749-23-018812 · rdgdoc.xml · nonDerivative · entry 8

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Plan reported

Ownership: Indirect · By MidOcean Partners V Executive, L.P.

Disclosed balance after: 51,477

F1 · date: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023.

F4 · ownership.nature: MidOcean Partners V Executive, L.P. ("MidOcean Executive") is the record holder of the securities reported. The general partner of MidOcean Executive is MidOcean Associates. The general partner of MidOcean Associates is Ultramar, which is controlled by Mr. Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-23-018812 · rdgdoc.xml · nonDerivative · entry 7

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 10,243,872

F1 · date: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023.

F3 · ownership.direct: MidOcean Partners V, L.P. ("MidOcean Partners") is the record holder of the securities reported. The general partner of MidOcean Partners is MidOcean Associates V, L.P. ("MidOcean Associates"). The general partner of MidOcean Associates is Ultramar Capital, Ltd. ("Ultramar"), which is controlled by James Edward Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-23-018812 · rdgdoc.xml · nonDerivative · entry 6

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Plan reported

Ownership: Indirect · By MidOcean Partners V Executive, L.P.

Disclosed balance after: 51,469

F1 · date: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023.

F2 · date: Reporting of this acquisition was deferred under Rule 16a-6(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); however, because of the purchase of shares by the Reporting Persons on June 26, 2023, the reporting of the acquisition is no longer deferred and is being reported on this Form 4 in accordance with Exchange Act Rule 16a-6(b).

F4 · ownership.nature: MidOcean Partners V Executive, L.P. ("MidOcean Executive") is the record holder of the securities reported. The general partner of MidOcean Executive is MidOcean Associates. The general partner of MidOcean Associates is Ultramar, which is controlled by Mr. Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-23-018812 · rdgdoc.xml · nonDerivative · entry 5

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 10,242,280

F1 · date: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023.

F2 · date: Reporting of this acquisition was deferred under Rule 16a-6(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); however, because of the purchase of shares by the Reporting Persons on June 26, 2023, the reporting of the acquisition is no longer deferred and is being reported on this Form 4 in accordance with Exchange Act Rule 16a-6(b).

F3 · ownership.direct: MidOcean Partners V, L.P. ("MidOcean Partners") is the record holder of the securities reported. The general partner of MidOcean Partners is MidOcean Associates V, L.P. ("MidOcean Associates"). The general partner of MidOcean Associates is Ultramar Capital, Ltd. ("Ultramar"), which is controlled by James Edward Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-23-018812 · rdgdoc.xml · nonDerivative · entry 4

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Plan reported

Ownership: Indirect · By MidOcean Partners V Executive, L.P.

Disclosed balance after: 51,468

F1 · date: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023.

F2 · date: Reporting of this acquisition was deferred under Rule 16a-6(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); however, because of the purchase of shares by the Reporting Persons on June 26, 2023, the reporting of the acquisition is no longer deferred and is being reported on this Form 4 in accordance with Exchange Act Rule 16a-6(b).

F5 · price: This transaction was executed in multiple trades during the day at prices ranging from $3.49 to $3.50, inclusive. The weighted-average price is reported above. The Reporting Persons hereby undertake to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F4 · ownership.nature: MidOcean Partners V Executive, L.P. ("MidOcean Executive") is the record holder of the securities reported. The general partner of MidOcean Executive is MidOcean Associates. The general partner of MidOcean Associates is Ultramar, which is controlled by Mr. Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-23-018812 · rdgdoc.xml · nonDerivative · entry 3

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 10,242,182

F1 · date: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023.

F2 · date: Reporting of this acquisition was deferred under Rule 16a-6(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); however, because of the purchase of shares by the Reporting Persons on June 26, 2023, the reporting of the acquisition is no longer deferred and is being reported on this Form 4 in accordance with Exchange Act Rule 16a-6(b).

F5 · price: This transaction was executed in multiple trades during the day at prices ranging from $3.49 to $3.50, inclusive. The weighted-average price is reported above. The Reporting Persons hereby undertake to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F3 · ownership.direct: MidOcean Partners V, L.P. ("MidOcean Partners") is the record holder of the securities reported. The general partner of MidOcean Partners is MidOcean Associates V, L.P. ("MidOcean Associates"). The general partner of MidOcean Associates is Ultramar Capital, Ltd. ("Ultramar"), which is controlled by James Edward Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-23-018812 · rdgdoc.xml · nonDerivative · entry 2

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Plan reported

Ownership: Indirect · By MidOcean Partners V Executive, L.P.

Disclosed balance after: 51,457

F1 · date: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023.

F2 · date: Reporting of this acquisition was deferred under Rule 16a-6(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); however, because of the purchase of shares by the Reporting Persons on June 26, 2023, the reporting of the acquisition is no longer deferred and is being reported on this Form 4 in accordance with Exchange Act Rule 16a-6(b).

F4 · ownership.nature: MidOcean Partners V Executive, L.P. ("MidOcean Executive") is the record holder of the securities reported. The general partner of MidOcean Executive is MidOcean Associates. The general partner of MidOcean Associates is Ultramar, which is controlled by Mr. Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-23-018812 · rdgdoc.xml · nonDerivative · entry 1

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 10,239,893

F1 · date: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023.

F2 · date: Reporting of this acquisition was deferred under Rule 16a-6(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); however, because of the purchase of shares by the Reporting Persons on June 26, 2023, the reporting of the acquisition is no longer deferred and is being reported on this Form 4 in accordance with Exchange Act Rule 16a-6(b).

F3 · ownership.direct: MidOcean Partners V, L.P. ("MidOcean Partners") is the record holder of the securities reported. The general partner of MidOcean Partners is MidOcean Associates V, L.P. ("MidOcean Associates"). The general partner of MidOcean Associates is Ultramar Capital, Ltd. ("Ultramar"), which is controlled by James Edward Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019366 · rdgdoc.xml · derivative · entry 8

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V Executive, L.P.

Disclosed balance after: 20,000

Underlying: Common Stock · 20,000 shares

Expires 2026-07-16

F1 · kind: On August 5, 2022, Empower Sponsor Holdings LLC ("Sponsor") effectuated a distribution of its 6,250,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Holley Inc. (the "Issuer") and 4,666,667 warrants to purchase Common Stock (the "Distribution"). As part of the Distribution, (i) 4,170,294 and 20,956 shares of Common Stock were distributed to MidOcean Partners V, L.P. ("MidOcean Partners") and MidOcean Partners V Executive, L.P. ("MidOcean Executive"), respectively, and (ii) 3,980,001 and 20,000 warrants to purchase Common Stock were distributed to MidOcean Partners and MidOcean Executive, respectively. The remaining shares of Common Stock and warrants previously held by Sponsor were distributed to the other members of Sponsor. Following the Distribution, Sponsor no longer beneficially owned any Issuer securities.

F3 · ownership.nature: MidOCean Executive is the record holder of the securities reported. The general partner of MidOcean Executives is MidOcean Associates. The general partner of MidOcean Associates is Ultramar, which is controlled by Mr. Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019366 · rdgdoc.xml · derivative · entry 7

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V, L.P.

Disclosed balance after: 3,980,001

Underlying: Common Stock · 3,980,001 shares

Expires 2026-07-16

F1 · kind: On August 5, 2022, Empower Sponsor Holdings LLC ("Sponsor") effectuated a distribution of its 6,250,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Holley Inc. (the "Issuer") and 4,666,667 warrants to purchase Common Stock (the "Distribution"). As part of the Distribution, (i) 4,170,294 and 20,956 shares of Common Stock were distributed to MidOcean Partners V, L.P. ("MidOcean Partners") and MidOcean Partners V Executive, L.P. ("MidOcean Executive"), respectively, and (ii) 3,980,001 and 20,000 warrants to purchase Common Stock were distributed to MidOcean Partners and MidOcean Executive, respectively. The remaining shares of Common Stock and warrants previously held by Sponsor were distributed to the other members of Sponsor. Following the Distribution, Sponsor no longer beneficially owned any Issuer securities.

F2 · ownership.nature: MidOcean Partners is the record holder of the securities reported. The general partner of MidOcean Partners is MidOcean Associates V, L.P. ("MidOcean Associates"). The general partner of MidOcean Associates is Ultramar Capital, Ltd. ("Ultramar"), which is controlled by James Edward Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019366 · rdgdoc.xml · derivative · entry 6

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 4,666,667 shares

Expires 2026-07-16

F1 · kind: On August 5, 2022, Empower Sponsor Holdings LLC ("Sponsor") effectuated a distribution of its 6,250,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Holley Inc. (the "Issuer") and 4,666,667 warrants to purchase Common Stock (the "Distribution"). As part of the Distribution, (i) 4,170,294 and 20,956 shares of Common Stock were distributed to MidOcean Partners V, L.P. ("MidOcean Partners") and MidOcean Partners V Executive, L.P. ("MidOcean Executive"), respectively, and (ii) 3,980,001 and 20,000 warrants to purchase Common Stock were distributed to MidOcean Partners and MidOcean Executive, respectively. The remaining shares of Common Stock and warrants previously held by Sponsor were distributed to the other members of Sponsor. Following the Distribution, Sponsor no longer beneficially owned any Issuer securities.

SEC source: 0001437749-22-019366 · rdgdoc.xml · nonDerivative · entry 5

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V Executive, L.P.

Disclosed balance after: 51,456

F4 · kind: On August 5, 2022, MidOcean Partners transferred 5,500 shares of Common Stock to MidOcean Executive.

F3 · ownership.nature: MidOCean Executive is the record holder of the securities reported. The general partner of MidOcean Executives is MidOcean Associates. The general partner of MidOcean Associates is Ultramar, which is controlled by Mr. Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019366 · rdgdoc.xml · nonDerivative · entry 4

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V, L.P.

Disclosed balance after: 10,239,794

F4 · kind: On August 5, 2022, MidOcean Partners transferred 5,500 shares of Common Stock to MidOcean Executive.

F2 · ownership.nature: MidOcean Partners is the record holder of the securities reported. The general partner of MidOcean Partners is MidOcean Associates V, L.P. ("MidOcean Associates"). The general partner of MidOcean Associates is Ultramar Capital, Ltd. ("Ultramar"), which is controlled by James Edward Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019366 · rdgdoc.xml · nonDerivative · entry 3

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V Executive, L.P.

Disclosed balance after: 45,956

F1 · kind: On August 5, 2022, Empower Sponsor Holdings LLC ("Sponsor") effectuated a distribution of its 6,250,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Holley Inc. (the "Issuer") and 4,666,667 warrants to purchase Common Stock (the "Distribution"). As part of the Distribution, (i) 4,170,294 and 20,956 shares of Common Stock were distributed to MidOcean Partners V, L.P. ("MidOcean Partners") and MidOcean Partners V Executive, L.P. ("MidOcean Executive"), respectively, and (ii) 3,980,001 and 20,000 warrants to purchase Common Stock were distributed to MidOcean Partners and MidOcean Executive, respectively. The remaining shares of Common Stock and warrants previously held by Sponsor were distributed to the other members of Sponsor. Following the Distribution, Sponsor no longer beneficially owned any Issuer securities.

F3 · ownership.nature: MidOCean Executive is the record holder of the securities reported. The general partner of MidOcean Executives is MidOcean Associates. The general partner of MidOcean Associates is Ultramar, which is controlled by Mr. Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019366 · rdgdoc.xml · nonDerivative · entry 2

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V, L.P.

Disclosed balance after: 10,245,294

F1 · kind: On August 5, 2022, Empower Sponsor Holdings LLC ("Sponsor") effectuated a distribution of its 6,250,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Holley Inc. (the "Issuer") and 4,666,667 warrants to purchase Common Stock (the "Distribution"). As part of the Distribution, (i) 4,170,294 and 20,956 shares of Common Stock were distributed to MidOcean Partners V, L.P. ("MidOcean Partners") and MidOcean Partners V Executive, L.P. ("MidOcean Executive"), respectively, and (ii) 3,980,001 and 20,000 warrants to purchase Common Stock were distributed to MidOcean Partners and MidOcean Executive, respectively. The remaining shares of Common Stock and warrants previously held by Sponsor were distributed to the other members of Sponsor. Following the Distribution, Sponsor no longer beneficially owned any Issuer securities.

F2 · ownership.nature: MidOcean Partners is the record holder of the securities reported. The general partner of MidOcean Partners is MidOcean Associates V, L.P. ("MidOcean Associates"). The general partner of MidOcean Associates is Ultramar Capital, Ltd. ("Ultramar"), which is controlled by James Edward Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019366 · rdgdoc.xml · nonDerivative · entry 1

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: On August 5, 2022, Empower Sponsor Holdings LLC ("Sponsor") effectuated a distribution of its 6,250,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Holley Inc. (the "Issuer") and 4,666,667 warrants to purchase Common Stock (the "Distribution"). As part of the Distribution, (i) 4,170,294 and 20,956 shares of Common Stock were distributed to MidOcean Partners V, L.P. ("MidOcean Partners") and MidOcean Partners V Executive, L.P. ("MidOcean Executive"), respectively, and (ii) 3,980,001 and 20,000 warrants to purchase Common Stock were distributed to MidOcean Partners and MidOcean Executive, respectively. The remaining shares of Common Stock and warrants previously held by Sponsor were distributed to the other members of Sponsor. Following the Distribution, Sponsor no longer beneficially owned any Issuer securities.

SEC source: 0001437749-22-019361 · rdgdoc.xml · derivative · entry 10

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V Executive, L.P.

Disclosed balance after: 8,333

Underlying: Common Stock · 8,333 shares

Expires 2026-07-16

F5 · kind: On July 16, 2021, MidOcean Partners V Executive, L.P. ("Executive") acquired 25,000 units of issuer, comprising 25,000 shares of Common Stock and 8,333 FPA Public Warrants at a purchase price of $10.00 per unit pursuant to the A&R FPA. Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F5 · price: On July 16, 2021, MidOcean Partners V Executive, L.P. ("Executive") acquired 25,000 units of issuer, comprising 25,000 shares of Common Stock and 8,333 FPA Public Warrants at a purchase price of $10.00 per unit pursuant to the A&R FPA. Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F3 · derivative.exercise_date: On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F3 · derivative.expiration_date: On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F3 · derivative.underlying: On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F6 · ownership.nature: Executive is the record holder of the securities reported. The general partner of Executive is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019361 · rdgdoc.xml · derivative · entry 9

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V, L.P.

Disclosed balance after: 1,658,333

Underlying: Common Stock · 1,658,333 shares

Expires 2026-07-16

F3 · kind: On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F3 · price: On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F3 · derivative.exercise_date: On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F3 · derivative.expiration_date: On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F3 · derivative.underlying: On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F4 · ownership.nature: Partners is the record holder of the securities reported. The general partner of Partners is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019361 · rdgdoc.xml · derivative · entry 8

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 6,250,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F1 · price: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F1 · derivative.exercise_date: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F1 · derivative.expiration_date: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F1 · derivative.underlying: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F2 · ownership.direct: Empower Sponsor Holdings LLC ("Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019361 · rdgdoc.xml · derivative · entry 7

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,250,000

Underlying: Common Stock · 937,500 shares

Expires not disclosed

F1 · derivative.exercise_price: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F10 · kind: The Sponsor forfeited the securities reported for no consideration in connection with the underwriters' election to not exercise their over-allotment option granted to the underwriters in connection with the issuer's initial public offering.

F10 · price: The Sponsor forfeited the securities reported for no consideration in connection with the underwriters' election to not exercise their over-allotment option granted to the underwriters in connection with the issuer's initial public offering.

F1 · derivative.exercise_date: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F1 · derivative.expiration_date: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F1 · derivative.underlying: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F2 · ownership.direct: Empower Sponsor Holdings LLC ("Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019361 · rdgdoc.xml · derivative · entry 6

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,666,667

Underlying: Common Stock · 4,666,667 shares

Expires 2026-07-16

F9 · kind: On October 9, 2020, substantially concurrent with the consummation of the issuer's initial public offering, Sponsor acquired 4,666,667 private placement warrants of issuer (the "Private Placement Warrants") each exercisable for a Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Upon consummation of the issuer's initial business combination described in footnote 1, the terms of the Private Placement Warrants were automatically amended to represent a right to acquire an equivalent number of shares of Common Stock of the issuer at an exercise price of $11.50 per share, subject to adjustment. The Private Placement Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business

F9 · derivative.exercise_date: On October 9, 2020, substantially concurrent with the consummation of the issuer's initial public offering, Sponsor acquired 4,666,667 private placement warrants of issuer (the "Private Placement Warrants") each exercisable for a Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Upon consummation of the issuer's initial business combination described in footnote 1, the terms of the Private Placement Warrants were automatically amended to represent a right to acquire an equivalent number of shares of Common Stock of the issuer at an exercise price of $11.50 per share, subject to adjustment. The Private Placement Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business

F9 · derivative.expiration_date: On October 9, 2020, substantially concurrent with the consummation of the issuer's initial public offering, Sponsor acquired 4,666,667 private placement warrants of issuer (the "Private Placement Warrants") each exercisable for a Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Upon consummation of the issuer's initial business combination described in footnote 1, the terms of the Private Placement Warrants were automatically amended to represent a right to acquire an equivalent number of shares of Common Stock of the issuer at an exercise price of $11.50 per share, subject to adjustment. The Private Placement Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business

F9 · derivative.underlying: On October 9, 2020, substantially concurrent with the consummation of the issuer's initial public offering, Sponsor acquired 4,666,667 private placement warrants of issuer (the "Private Placement Warrants") each exercisable for a Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Upon consummation of the issuer's initial business combination described in footnote 1, the terms of the Private Placement Warrants were automatically amended to represent a right to acquire an equivalent number of shares of Common Stock of the issuer at an exercise price of $11.50 per share, subject to adjustment. The Private Placement Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business

F2 · ownership.direct: Empower Sponsor Holdings LLC ("Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019361 · rdgdoc.xml · derivative · entry 5

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,187,500

Underlying: Common Stock · 7,187,500 shares

Expires not disclosed

F1 · derivative.exercise_price: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F8 · kind: Pursuant to that certain Securities Subscription Agreement, dated August 21, 2020, by and between the issuer and Sponsor (as filed as exhibit 10.6 to the Form S-1), 7,187,500 Class B ordinary shares were issued to Sponsor for an aggregate capital contribution of $25,000.

F8 · price: Pursuant to that certain Securities Subscription Agreement, dated August 21, 2020, by and between the issuer and Sponsor (as filed as exhibit 10.6 to the Form S-1), 7,187,500 Class B ordinary shares were issued to Sponsor for an aggregate capital contribution of $25,000.

F1 · derivative.exercise_date: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F1 · derivative.expiration_date: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F1 · derivative.underlying: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F2 · ownership.direct: Empower Sponsor Holdings LLC ("Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019361 · rdgdoc.xml · nonDerivative · entry 4

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V, L.P.

Disclosed balance after: 6,075,000

F7 · kind: On July 16, 2021, Partners acquired 1,100,000 shares of Common Stock in a private placement separate from the securities acquired pursuant to the A&R FPA discussed in footnote 3.

F4 · ownership.nature: Partners is the record holder of the securities reported. The general partner of Partners is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019361 · rdgdoc.xml · nonDerivative · entry 3

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V Executive, L.P.

Disclosed balance after: 25,000

F5 · kind: On July 16, 2021, MidOcean Partners V Executive, L.P. ("Executive") acquired 25,000 units of issuer, comprising 25,000 shares of Common Stock and 8,333 FPA Public Warrants at a purchase price of $10.00 per unit pursuant to the A&R FPA. Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F5 · price: On July 16, 2021, MidOcean Partners V Executive, L.P. ("Executive") acquired 25,000 units of issuer, comprising 25,000 shares of Common Stock and 8,333 FPA Public Warrants at a purchase price of $10.00 per unit pursuant to the A&R FPA. Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F6 · ownership.nature: Executive is the record holder of the securities reported. The general partner of Executive is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019361 · rdgdoc.xml · nonDerivative · entry 2

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By MidOcean Partners V, L.P.

Disclosed balance after: 4,975,000

F3 · kind: On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F3 · price: On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

F4 · ownership.nature: Partners is the record holder of the securities reported. The general partner of Partners is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

SEC source: 0001437749-22-019361 · rdgdoc.xml · nonDerivative · entry 1

Empower Sponsor Holdings LLC · CIK 0001824500 · 10% owner

MidOcean Partners V, L.P. · CIK 0001716464 · 10% owner

MIDOCEAN PARTNERS V EXECUTIVE, L.P. · CIK 0001879337 · 10% owner

MIDOCEAN ASSOCIATES V, L.P. · CIK 0001879336 · 10% owner

ULTRAMAR CAPITAL LTD · CIK 0001268106 · 10% owner

VIRTUE J EDWARD · CIK 0001268105 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,250,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

F2 · ownership.direct: Empower Sponsor Holdings LLC ("Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.