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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 10, 2025
HOLLEY INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39599
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87-1727560
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2445 Nashville Road, Suite B1, Bowling Green, KY
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42101
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(Address of principal executive offices)
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(Zip Code)
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(270) 782-2900
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b)) |
☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, par value $0.0001 per share
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HLLY
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Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
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HLLY WS
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On September 10, 2025, Holley Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, a selling stockholder
controlled by Sentinel Capital Partners (the “Selling Stockholder”) and J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein (the “Underwriters”), providing for the offer and sale by the
Selling Stockholder (the “Secondary Offering”) of 14,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a public offering price of $2.75 per share. In addition, the Selling Stockholder granted the
Underwriters a 30-day option to purchase up to an additional 2,100,000 shares of the Company’s Common Stock. The Secondary Offering closed on September 12, 2025. The Company did not receive any proceeds from the Secondary Offering.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to
this report as Exhibit 1.1.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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1.1
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Underwriting Agreement, dated September 10, 2025, by and among Holley Inc., Holley Parent Holdings, LLC and J.P. Morgan Securities LLC and Jefferies LLC, as representatives of
the several underwriters named therein.
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5.1
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Opinion of Mayer Brown LLP, New York, New York.
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104
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Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated: September 12, 2025
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Holley Inc.
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By:
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Jesse Weaver
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Chief Financial Officer
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