“A&R FPA” means that certain Amended and Restated Forward Purchase Agreement, by and between A&R FPA Investor and Empower, dated as of March 11, 2021, attached hereto as Annex H.

“A&R FPA Investor” means Empower Funding LLC, a Delaware limited liability company, together with any of its designees and assignees thereunder.

“Business Combination” means the transactions contemplated by the Merger Agreement, including the Mergers.

“Cayman Constitutional Documents” means Empower’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, attached hereto as Annex B.

“Closing” means the closing of the Business Combination.

“Company Merger I” means, in accordance with the DGCL and DLLCA, the merger of Holley with and into Merger Sub I, whereupon the separate existence of Merger Sub I will cease, and Holley will survive the merger.

“Company Merger II” means, in accordance with the DGCL and DLLCA, the merger of Holley with and into Merger Sub II, whereupon the separate existence of Holley will cease, and Merger Sub II will survive the merger.

“DGCL” means the General Corporation Law of the State of Delaware.

“DLLCA” means the Delaware Limited Liability Company Act.

“Domestication” means the domestication of Empower as a corporation incorporated in the State of Delaware.

“Domestication Common Stock” means one share of New Holley common stock, par value $0.0001 per share.

“Domestication Private Warrant” means a warrant to purchase one (1) share of Domestication Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) pursuant to the terms and conditions set forth in the Warrant Agreement.

“Domestication Public Warrant” means a warrant to purchase one (1) share of Domestication Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) pursuant to the terms and conditions set forth in the Warrant Agreement.

“Empower” means Empower Ltd., a Cayman Islands exempted company.

“Empower Class A Share” means a Class A ordinary share, par value $0.0001, of Empower.

“Empower Class B Share” means a Class B ordinary share, par value $0.0001, of Empower. Also referred to as “Founder Shares.”

“Empower Ordinary Shares” means, collectively, Empower Class A Shares and Empower Class B Shares.

“Empower Private Warrant” means a warrant to purchase one (1) Empower Class A Share at an exercise price of eleven Dollars fifty cents ($11.50) issued to the Sponsor. Pursuant to the terms of the Warrant Agreement, concurrent with the consummation of the Domestication, the terms of the Empower Private Warrants automatically will each be amended to reflect the right to purchase one (1) share of Domestication Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) (a “Domestication Private Warrant”).

“Empower Shareholder” or “Empower Shareholders” means a holder or holders of Empower Ordinary Shares.

“Empower Public Warrant” means a warrant to purchase one (1) Empower Class A Share at an exercise price of eleven Dollars fifty cents ($11.50) that was included in the units sold as part of Empower’s initial public offering. Pursuant to the terms of the Warrant Agreement, concurrent with the consummation of the Domestication, the terms of the Empower Public Warrants automatically will each be amended to reflect the right to purchase one (1) share of Domestication Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) (a “Domestication Public Warrant”).

“Empower Unit” means a unit of Empower representing a right to acquire one Empower Class A Share and one-third of one Empower Public Warrant.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Incentive Plan” means the Holley Inc. 2021 Stock Incentive Plan, in the form attached as Annex I, effective at the closing of the Business Combination.

“Issuances” means the issuance and sale of at least 57,750,000 shares of Domestication Common Stock to the holders of Empower Ordinary Shares pursuant to the Merger Agreement, 5,000,000 Empower Units pursuant to the A&R FPA (which will subsequently be separated into shares of Domestication Common Stock and Domestication Public Warrants upon the Domestication) and 24,000,000 shares of Domestication Common Stock pursuant to the PIPE Investment.

“Mergers” means, collectively, the Company Merger I and Company Merger II.

“Merger Sub I” means Empower Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of New Holley.

“Merger Sub II” means Empower Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of New Holley.

“New Holley” means Empower following the Domestication

“NYSE” means the New York Stock Exchange.

“PIPE Investor” means an investor who has executed a PIPE Subscription Agreement.

“PIPE Subscription Agreement” means those certain subscription agreements, dated as of March 11, 2021, in the form attached as Annex G, between Empower, on the one hand, and PIPE Investors, on the other hand, whereby New Holley will sell and issue to PIPE Investors shares of Domestication Common Stock, in such aggregate amount equal to $240 million at $10.00 per share, substantially concurrent with the consummation of the Business Combination (the “PIPE Investment”).

“Proposed Bylaws” means the bylaws of New Holley following the Domestication.

“Proposed Charter” means the certificate of incorporation of New Holley following the Domestication.

“Sponsor” means Empower Sponsor Holdings LLC, a Delaware limited liability company.

“Trustee” means Continental Stock Transfer & Trust Company;

“Warrant Agent” means Continental Stock Transfer & Trust Company; and

“Warrant Agreement” means that certain warrant agreement, dated October 6, 2020, between Empower and Warrant Agent.

I am an Empower warrant holder. Why am I receiving this proxy statement/prospectus?

Pursuant to Section 4.5 of the Warrant Agreement, the terms of the Empower Public Warrants and Empower Private Warrants will automatically be modified upon the effective time of the Domestication to represent the right to purchase shares of Domestication Common Stock at a purchase price of $11.50 per share after the closing of the Business Combination. This proxy statement/prospectus includes important information about Holley and the business of Holley and its subsidiaries following the closing of the Business Combination. Because holders of Empower Public Warrants and Empower Private Warrants will be entitled to purchase Domestication Common Stock after the closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

Are any of the proposals conditioned on one another?

Yes. Each of Proposals Nos. 1, 2, 4, and 6 is cross-conditioned on the approval of each other (the “Cross-Conditioned Proposals”). Each of the Director Election Proposal and the Incentive Plan Proposal are conditioned on the Cross Conditioned Proposals. The Adjournment Proposal and the Non-Binding Organizational Documents Proposals are not conditioned upon the approval of any other Proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that any of the Cross-Conditioned Proposals is not approved, then Empower will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Empower does not consummate the Business Combination and fails to complete an initial business combination by October 9, 2022, Empower will be required to dissolve and liquidate. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

When is the Business Combination expected to occur?

Assuming the requisite shareholder approvals are received, Empower expects that the Business Combination will occur as soon as practicable following the Extraordinary Meeting.

Following the Business Combination, will Empower’s securities continue to trade on a stock exchange?

Yes. Empower anticipates that, following consummation of the Business Combination, Domestication Common Stock and Domestication Public Warrants will continue to be listed on NYSE under the symbols “HLLY” and “HLLY WS.”

Who will manage New Holley?

Tom Tomlinson, who currently serves as Holley’s Chief Executive Officer, will serve as New Holley’s Chief Executive Officer following the consummation of the Business Combination. For more information on Empower’s current and New Holley’s anticipated management, see “Management of New Holley after the Business Combination—Management and Board of Directors” in this proxy statement/prospectus.

What happens if the Business Combination is not consummated?

If the Business Combination is not consummated, Empower may seek another suitable business combination. In the absence of shareholder approval for a further extension, if Empower does not consummate a business combination by October 9, 2022, then pursuant to Article 49.7 of its amended and restated memorandum and articles of association, Empower’s officers must take all actions necessary in accordance with the Cayman Islands Companies Law to dissolve and liquidate Empower as promptly as reasonably possible. Following dissolution, Empower will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of Empower Class A Shares who

What happens to the funds deposited in the trust account following the Business Combination?

Following the closing of the Business Combination, holders of Empower Class A Shares exercising redemption rights will receive their per share redemption price out of the funds in the trust account. The balance of the funds will be released to New Holley and utilized to pay transaction expenses, including deferred underwriting fees payable to J.P. Morgan Securities LLC and Jefferies LLC in connection with their underwriting services for Empower’s initial public offering. As of                     , 2021, there was approximately $        in Empower’s trust account. Empower estimates that approximately $        per outstanding share issued in Empower’s IPO will be paid to the holders of Empower Class A Shares exercising their redemption rights. Any funds remaining in the trust account after such payments will be used for working capital and other general corporate purposes of the combined company.

Did Empower’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

Empower did not obtain a third-party valuation or fairness opinion in connection with the Business Combination. Empower is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public shareholders from a financial point of view. Empower has conducted its own due diligence and calculations and has engaged in comprehensive discussions with Holley. Based on these efforts, Empower believes the valuation offered by Holley is favorable to Empower and its shareholders. Empower’s board of directors believes that because of the background of its directors, it is qualified to conclude that Empower’s fair market value was at least 80% of Empower’s net assets. Because Empower’s board of directors did not obtain a fairness opinion to assist it in its determination, Empower public shareholders must rely solely on the judgment of Empower’s board of directors and Empower’s board of directors may be incorrect in its assessment of the Business Combination.

Do any of Empower’s directors or officers have interests that may conflict with the interests of Empower’s shareholders with respect to the Business Combination?

Empower’s directors and officers may have interests in the Business Combination that are different from your interests as a shareholder. For more information, please refer to “Proposal No. 1 — Interests of Certain Persons in the Business Combination — Empower.”

If the Mergers or another business combination is not consummated by October 9, 2022, Empower will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Empower Ordinary Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, the 6,250,000 Founder Shares held by the Sponsor, our directors and our senior advisor, which was acquired for an aggregate purchase price of $25,000 (and a subsequent stock split) prior to Empower’s IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an estimated aggregate market value of $         based upon the closing price of $         per public share on NYSE on             , 2021, the record date.

The Sponsor purchased an aggregate of 4,666,667 warrants (the “Empower Private Warrants”) from Empower for an aggregate purchase price of $7,000,000 (or $1.50 per warrant) in a private placement.

These purchases took place on a private placement basis simultaneously with the consummation of Empower’s IPO. A portion of the proceeds Empower received from these purchases were placed in the trust account. Such warrants had an estimated aggregate value of $         based on the closing price of $         per Empower Public Warrant on NYSE on             , 2021, the record date. The Empower Private Warrants will become worthless if Empower does not consummate a business combination by October 9, 2022.

It is expected that Matthew Rubel and Gina Bianchini will continue as members of the board of directors of New Holley after the closing of the Business Combination. Such individuals may receive cash fees, stock options or stock rewards that the New Holley board of directors determines to pay its non-executive directors.

The Sponsor or an affiliate of the Sponsor or certain of Empower’s directors and officers may, but are not obligated to, loan Empower funds as may be required to consummate the Business Combination (“Working Capital Loans”). Upon consummation of the Business Combination, Empower would repay the Working Capital Loans out of the proceeds of the trust account released to Empower. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that the Business Combination does not close, Empower may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans.

If Empower is unable to complete a business combination within the required time period, its executive officers will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Empower for services rendered or contracted for or products sold to Empower. If Empower consummates a business combination, on the other hand, Empower will be liable for all such claims.

Empower’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Empower’s behalf, such as identifying and investigating possible business targets and business combinations. As of May 21, 2021, there was $374,794 in out-of-pocket expenses payable to Empower’s officers and directors and their affiliates. However, if Empower fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Empower may not be able to reimburse these expenses if the Business Combination or another business combination, are not completed by October 9, 2022.

The Cayman Constitutional Documents provide for, and the Proposed Charter and Proposed Bylaws would provide for, indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

Empower’s existing directors and officers will be eligible for continued indemnification and continued coverage under Empower’s directors’ and officers’ liability insurance following the consummation of the Business Combination pursuant to the Merger Agreement.

Empower entered into an amended and restated forward purchase agreement with Empower Funding, LLC which is an affiliate of the Sponsor to purchase 5,000,000 Empower Units immediately prior to the Domestication for an aggregate purchase price of $50,000,000. For more information, please see the section entitled “Certain Relationships and Related Person Transactions — Empower — A&R FPA.”

The Sponsor (including its representatives and affiliates) and Empower’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Empower. The Sponsor and Empower’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Empower completing its initial

business combination. Certain of Empower’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. Empower’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Empower, and the other entities to which they owe certain fiduciary or contractual duties, including. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Empower’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Empower, subject to applicable fiduciary duties under Cayman Islands Companies Law. Empower’s Cayman Constitutional Documents provide that Empower renounces its interest in any corporate opportunity offered to any director or officer of Empower unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Empower and it is an opportunity that Empower is able to complete on a reasonable basis.

Pursuant to the A&R Registration Rights Agreement and the A&R FPA, the Sponsor and its affiliates will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Domestication Common Stock and Domestication Public Warrants held by such parties following the consummation of the Business Combination.

Empower entered into a PIPE Subscription Agreement with MidOcean Partners V, LP, an affiliate of the Sponsor, to purchase 1,950,000 shares of Domestication Common Stock in connection with the PIPE Investment for an aggregate purchase price of $19,500,000. The terms of the PIPE Subscription Agreement entered into with MidOcean Partners V, LP are the same as other PIPE Investors. With the consent of Empower, MidOcean Partners V, LP assigned (i) 50,000 shares under its PIPE Subscription Agreement to a new PIPE Investor on March 17, 2021 and (ii) 100,000 shares under its PIPE Subscription Agreement to another new PIPE Investor on May 11, 2021. For more information, please see the section entitled “Certain Relationships and Related Person Transactions — Empower — PIPE Subscription Agreements.”

Will I experience dilution as a result of the Business Combination?

Prior to the A&R FPA, PIPE Investment and the Business Combination, the Empower shareholders who hold shares issued in the IPO own approximately 80% of the issued and outstanding Empower Ordinary Shares as of                     , 2021. After giving effect to the A&R FPA, PIPE Investment and the Business Combination, Empower’s current public shareholders (excluding Domestication Common Stock converted from Empower Class B Shares, and Domestication Common Stock issued to the A&R FPA Investor and the PIPE Investors) will own approximately    % of the issued and outstanding Domestication Common Stock.

What happens if a substantial number of public shareholders vote in favor of the Business Combination proposal and exercise their redemption rights?

Empower’s public shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote for or against the Business Combination, or vote at all, in order to exercise such rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of Empower Shareholders are substantially reduced as a result of redemptions by public shareholders. Although the requirement that Empower have at least $5,000,001 of net tangible assets is expected to be satisfied as a result of the A&R FPA and the PIPE Investment, even if all of the Empower Class A Shares are converted, with fewer public shares and public stockholders, the trading markets for Domestication Common Stock and Domestication Public Warrants following the closing of the Business Combination may be less liquid than the markets for Empower Class A Shares and Empower Public Warrants were prior to the Business Combination, and New

Will Empower enter into any financing arrangements in connection with the Business Combination?

Yes. Substantially concurrent with the Domestication, Empower will consummate the sale of an aggregate of 24,000,000 shares of Domestication Common Stock at a purchase price of $10.00 per share, for an aggregate purchase price of $240 million, to the PIPE Investors. Immediately prior to the Domestication, Empower will consummate the sale of an aggregate of 5,000,000 Empower Units to the A&R FPA Investor, for an aggregate purchase price of $50 million, which will subsequently be separated into shares of Domestication Common Stock and Domestication Public Warrants upon consummation of the Domestication Merger.

Are Holley’s stockholders required to approve the Business Combination?

Yes. Holley’s stockholders have approved the Merger Agreement and the consummation of the Business Combination.

Is the consummation of the Business Combination subject to any conditions?

Yes. The obligations of each of Empower, Holley, Merger Sub I and Merger Sub II to consummate the Business Combination are subject to conditions, as more fully described in “Proposal No. 1 — The Merger Agreement — Conditions to Closing” in this proxy statement/prospectus.

Will holders of Empower Ordinary Shares, Empower Public Warrants or Empower Private Warrants or holders of equity interest in Holley be subject to U.S. federal income tax on the Domestication Common Stock, Domestication Public Warrants or Domestication Private Warrants received in the Business Combination?

As discussed more fully under the section titled “U.S. Federal Income Tax Considerations”, although it is intended that the Domestication and the Mergers qualify as “reorganizations” within the meaning of Section 368(a) of the Code, which generally provides for tax-deferred treatment, the Business Combination is likely to be a taxable event for U.S. Holders of Empower Class A Shares and Empower Public Warrants under the passive foreign investment company (“PFIC”) rules of the Code as a result of the likelihood that Empower is classified as a PFIC. In addition, certain U.S. Holders may also be subject to tax under Section 367(b) of the Code as a result of the inbound transfer of assets from Empower to the United States.

Why is Empower proposing the Redomestication Proposal?

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of Empower’s domicile to Delaware. Further, Empower’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. Empower’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of Empower and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Proposal No. 2 — Redomestication Proposal.”

What amendments will be made to the Cayman Constitutional Documents?

The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Empower Shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Law, with the Proposed Charter and Proposed Bylaws, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents. A table summarizing the material differences between the Cayman Constitutional Documents and the Proposed Charter and Proposed Bylaws is found in the section entitled “Comparison of Corporate Governance and Stockholders’ Rights” and further described in “Proposal No. 3 — Non-Binding Organizational Documents Proposals” and “Proposal No. 4 — Binding Charter Proposal.”

How will the Domestication affect my Empower Ordinary Shares, Empower Public Warrants, Empower Private Warrants and Empower Units?

As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding Empower Class A Share, will convert automatically, on a one-for-one basis, into a share of Domestication Common Stock; (2) each then issued and outstanding Empower Class B Share, will convert automatically, on a one-for-one basis, into a share Domestication Common Stock; (3) each then issued and outstanding Empower Public Warrant will represent a right to acquire one share of Domestication Common Stock (the “Domestication Public Warrants”), on the terms and conditions set forth in the warrant agreement, dated October 6, 2020, between Empower and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”); (4) each then issued and outstanding Empower Private Warrant will represent a right to acquire one share of Domestication Common Stock (the “Domestication Private Warrants”), on the terms and conditions set forth in the Warrant Agreement; and (5) each then issued and outstanding Empower Unit that has not been previously separated into the underlying Empower Class A Shares and underlying Empower Public Warrants will be separated and will entitle the each Empower Unit thereof to one share of Domestication Common Stock and one-third of one Domestication Public Warrant.

What is being voted on at the Extraordinary Meeting?

Below are the Proposals that the Empower’s shareholders are being asked to vote on:

Proposal No. 1: The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt by ordinary resolution the Merger Agreement, dated as of March 11, 2021 (the “Merger Agreement”), by and among Empower, Merger Sub I, Merger Sub II, and Holley, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereunder, including the Mergers and the issuance of shares of Domestication Common Stock pursuant to the Merger Agreement.

Proposal No. 2: The Redomestication Proposal — To consider and vote upon a proposal to approve by special resolution, the change of Empower’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman 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”)

Proposal No. 3: The Non-Binding Organizational Documents Proposals — To consider and vote upon, separately presented proposals to approve by ordinary resolution certain governance provisions in the Certificate of Incorporation of New Holley (the “Proposed Charter”) and the Bylaws of New Holley (the “Proposed Bylaws”, together with the Proposed Charter, the “Proposed Organizational Documents”), which are being separately presented in accordance with SEC requirements and which will each be voted upon on a non-binding advisory basis.

Proposal No. 4: The Binding Charter Proposal — To consider and vote upon a proposal to approve by special resolution the Proposed Charter in the form attached hereto as Annex C and the change of name of Empower to Holley Inc.

Proposal No. 5: The Director Election Proposal — To consider and vote upon a proposal to approve by ordinary resolution of the holders of Empower Class B Shares the following individuals to serve as members of the board of directors of New Holley following the consummation of the Business Combination: Tom Tomlinson, Matthew Rubel, Gina Bianchini, James D. Coady, Owen M. Basham, Ginger M. Jones, and Michelle Gloeckler.

Proposal No. 6: The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the New York Stock Exchange (“NYSE”), the issuance of more than 20% of the issued and outstanding Empower Ordinary Shares in connection with the Issuances.

Proposal No. 7: The Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the Holley Inc. 2021 Stock Incentive Plan in the form attached hereto as Annex I.

Proposal No. 8: The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of 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.

When and where is the Extraordinary Meeting?

The Extraordinary Meeting will take place at             on                    , 2021, at             a.m., Eastern Time, at the offices of Gibson, Dunn & Crutcher LLP located at 200 Park Ave, New York, NY 10166 and virtually at             . Due to the COVID-19 pandemic, we are encouraging our shareholders to attend the Extraordinary Meeting virtually by using the following information:

Who may vote at the Extraordinary Meeting?

Only holders of record of Empower Ordinary Shares as of the close of business on                     , 2021, the record date, may vote at the Extraordinary Meeting. As of the record date, there were 31,250,000 Empower Ordinary Shares outstanding and entitled to vote. Please see “The Extraordinary Meeting — Record Date; Who is Entitled to Vote” for further information.

What is the quorum requirement for the Extraordinary Meeting?

Empower shareholders representing a majority of the issued and outstanding shares as of the record date and entitled to vote at the Extraordinary Meeting must be present in person (or via teleconference) or represented by proxy in order to hold the Extraordinary Meeting and conduct business. This is called a quorum. Empower Ordinary Shares will be counted for purposes of determining the existence of a quorum if the shareholder (i) is present in person (or via teleconference) and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Extraordinary Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

What vote is required to approve the Proposals?

Approval of each of the Redomestication Proposal and the Binding Charter Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding Empower Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting or any adjournment thereof. Approval of each of the Business Combination Proposal, the Non-Binding Organizational Documents Proposals, the NYSE Proposal, the Director Election

How are the votes of Empower Ordinary Shares counted?

Each Empower Ordinary Share entitles the holder to one (1) vote at the Extraordinary Meeting on each Proposal (other than the Redomestication Proposal and the Director Election Proposal) to be considered at the Extraordinary Meeting. With respect to the Redomestication Proposal, each Empower Class B Share represents ten (10) votes at the Extraordinary Meeting. With respect to the Director Election Proposal, only Empower Class B Shares are entitled to vote at the Extraordinary Meeting.

How will the initial shareholders vote?

Empower’s initial shareholders including the Sponsor and our officers and directors, who as of the record date, owned 6,250,000 Empower Ordinary Shares, or approximately 20% of the issued and outstanding Empower Ordinary Shares, have agreed to vote their respective Empower Ordinary Shares acquired by them prior to the IPO, and any shares they purchase in the open market in or after the IPO, in favor of the Proposals.

What do I need to do now?

We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as an Empower Shareholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Do I need to attend the Extraordinary Meeting to vote my shares?

No. You are invited to attend the virtual Extraordinary Meeting to vote on the Proposals described in this proxy statement/prospectus in person or through the virtual meeting platform. Due to the COVID-19 pandemic, however, we are encouraging our shareholders to attend the Extraordinary Meeting virtually by means of a teleconference or webcast. However, you do not need to attend the Extraordinary Meeting to vote your Empower Ordinary Shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. We encourage you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Am I required to vote against the Proposals in order to have my Empower Class A Shares redeemed?

No. You are not required to vote against the Proposals, nor do you have to be a holder of Empower Class A Shares as of the record date, in order to have the right to demand that Empower redeem your Empower Class A Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (including interest earned on your pro rata portion of the trust account, net of taxes payable) before

How do holders of Empower Class A Shares exercise their redemption rights?

If you are a holder of Empower Class A Shares and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on                     , 2021 (two business days before the Extraordinary Meeting), that Empower redeem your shares for cash, and (ii) submit your request in writing to Empower’s transfer agent, at the address listed at the end of this section and deliver your shares to Empower’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Extraordinary Meeting.

How can I vote?

If you were a holder of record of Empower Ordinary Shares on                     , 2021, the record date for the Extraordinary Meeting, you may vote by attending the Extraordinary Meeting and voting in person or through the virtual meeting platform, or by submitting a proxy by mail. Votes received after a Proposal has been voted upon at the Extraordinary Meeting will not be counted. Due to the COVID-19 pandemic, shareholders are encouraged to attend the virtual meeting or submit a proxy by mail. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee. You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. Your broker or bank or other nominee may provide you with a form of voting instruction card (including any telephone or Internet voting instructions) for this purpose. Alternatively, if you wish to attend the Extraordinary Meeting and vote in person or through the virtual meeting platform, you must obtain a proxy from your broker, bank or nominee.

If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

No. Under applicable rules, your broker, bank or nominee cannot vote your Empower Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote your shares in accordance

What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

Empower will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary Meeting. For purposes of approval under Cayman Islands law, an abstention on any Proposal will have no effect on such Proposal.

May I seek statutory dissenter rights with respect to my Empower Ordinary Shares?

No. Dissenter rights are not available to holders of Empower Ordinary Shares under the Cayman Islands Companies Law or under the governing documents of Empower in connection with the Proposals.

What happens if I sell my Empower Ordinary Shares before the Extraordinary Meeting?

The record date for the Extraordinary Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your Empower Ordinary Shares after the record date, but before the Extraordinary Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Extraordinary Meeting. However, you would not be entitled to receive any shares of Domestication Common Stock following the consummation of the Business Combination because only Empower shareholders at the time of the consummation of the Business Combination will be entitled to receive Domestication Common Stock in connection with the Business Combination. In addition, you will not be entitled to exercise redemption rights.

Can I change my vote after I have mailed my proxy card?

Yes. You may change your vote at any time before your proxy is voted at the Extraordinary Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary Meeting and casting your vote in person or through the virtual meeting platform or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary Meeting. If you hold your Empower Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to our secretary, which must be received by our secretary prior to the Extraordinary Meeting.

Should I send in my share certificates now?

Empower Shareholders who do not elect to have their Empower Class A Shares redeemed for a pro rata share of the trust account need not submit their certificates at this time. If you intend to have your shares redeemed, you should send your certificates or tender your shares electronically no later than two business days before the Extraordinary Meeting. Please see “The Extraordinary Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Empower Ordinary Shares for cash.

What should I do if I receive more than one set of voting materials?

Empower Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Empower Ordinary Shares.

What are the U.S. federal income tax consequences of exercising my redemption rights?

It is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its Empower Class A Shares will generally be treated as selling such Empower Class A Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Empower Class A Shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”

Who can help answer my questions?

If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Empower’s proxy solicitor at: