Explanatory Note
This Amendment No. 1 (this Amendment) amends and supplements the Schedule 13D filed on July 26, 2021 (this Schedule
13D) by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in this Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this
Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in this Schedule 13D.
Item 2. Identity
and Background
The last sentence of the first paragraph under Item 2 of this Schedule 13D is hereby amended and restated in its entirety as follows:
The principal business address of the Reporting Persons is One Vanderbilt Avenue, 53rd Floor, New York, NY 10017.
Item 4. Purpose of Transaction
Item 4 of this
Schedule 13D is hereby amended and supplemented to include the following:
On February 11, 2022, Holley Parent Holdings, LLC (Holley
Parent) sold 3,000,000 shares of Common Stock to Wasatch Core Growth Fund (Wasatch) for an aggregate purchase price of $33,599,151 pursuant to a Share Purchase Agreement (the Share Purchase Agreement)
entered into by and between Holley Parent and Wasatch on December 15, 2021. Holley Parents obligation to sell such shares of Common Stock to Wasatch, and Wasatchs obligation to purchase such shares from Holley Parent, was subject
to, among other things, the availability of an effective registration statement relating to the resale of shares of Common Stock by Holley Parent.
The
foregoing description of the Share Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the complete text of the Share Purchase Agreement, a copy of which is filed as Exhibit 5 hereto
and incorporated herein by reference.
Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or
would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or make proposals, and take such action with respect thereto,
including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.
Item 5. Interest in Securities of the Issuer
Item 5
of this Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in or incorporated by reference in Item 4 and on
the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
(a) - (b) As of the date hereof, the Reporting
Persons each beneficially own 64,673,884 shares of Common Stock, representing approximately 54.8% of the outstanding shares of Common Stock. The percentage of the outstanding shares of Common Stock held by the Reporting Person is based on
117,993,139 shares of Common Stock issued and outstanding as of January 25, 2022, as reported by the Issuer in its Post-Effective Amendment No. 1 to Form S-1 Registration Statement filed with the
Securities and Exchange Commission on February 4, 2022.
(c) Except as reported herein, neither the Reporting Person nor any of the individuals
listed on Schedule I has effected any transactions in the Common Stock during the past sixty (60) days.
(d) Except as otherwise described in this
Item 5, no one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Person as described in this
Item 5.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of this Schedule 13D is hereby amended and supplemented
to include the following:
The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.