95 W. E MAKERS l a HOlley FOURTH QUARTER 2021 March 3, 2022 DISCLAIMER 1 Holley Certain statements in this presentation may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Holley's future financial or operating performance. For example, projections of future revenue and adjusted EBITDA and other metrics are forward-looking statem ...

Financial Data and Key Metrics Changes - Holley reported net sales of $159.7 million for Q3 2021, an increase of $26.3 million or 20% compared to Q3 2020, driven by acquisitions which contributed $29.8 million to growth [20][8] - Organic sales declined by $3.4 million, or 2.6%, impacted by a cybersecurity incident that deferred approximately $7 million in sales to Q4 2021 [20][10] - Gross margin decreased from 41.7% in Q3 2020 to 40.8% in Q3 2021 due to supply chain inflation and product mix [21] - Total selling, general and administrative expenses increased by 67% in Q3 2021, influenced by acquired expenses and higher shipping costs [22] - The company recorded a net loss of $30.2 million in Q3 2021, while adjusted net income remained flat at $13.5 million compared to Q3 2020 [24] Business Line Data and Key Metrics Changes - The direct-to-consumer (DTC) channel continued to be the fastest-growing segment, with strong demand across all channels despite the impact of the cybersecurity incident on reseller channels [45] - The company is focusing on continuous innovation to attract new customers and retain existing ones, with plans to implement loyalty programs in the future [39] Market Data and Key Metrics Changes - Holley faced challenges related to supply chain constraints and raw material inflation, prompting the company to implement more frequent price adjustments to protect margins [13][14] - The company is optimistic about the stabilization of supply chain issues, which is a key variable in their guidance for the remainder of the year [72] Company Strategy and Development Direction - Holley is pursuing a robust acquisition strategy to expand into new categories and enhance profitability, with recent acquisitions including Finspeed and Classic Instruments [16][35] - The company aims to deepen its emotional connection with consumers through events and community engagement, hosting record attendance at consumer events [17][18] - Holley is also exploring opportunities in the electric vehicle (EV) market, recognizing growing consumer interest in performance-oriented EVs and powertrain conversions [85] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued strong demand for products, driven by engaged enthusiast consumers and a positive industry growth outlook [30] - The company reiterated its annual guidance for net sales in the range of $648 million to $663 million, with pro forma adjusted EBITDA projected between $165 million and $170 million [25] Other Important Information - The company is taking steps to enhance cybersecurity measures to prevent future incidents, working with strategic technology partners [12] - Holley is actively monitoring global supply chain and raw material cost projections, which have influenced recent pricing actions [21] Q&A Session Summary Question: Market demand and durability - Management indicated strong demand for products, with a positive outlook for future growth driven by engaged consumers [30] Question: Future acquisition strategies - The company is targeting underpenetrated categories and expanding into adjacent markets, with a robust pipeline of acquisition opportunities [33][35] Question: Organic growth drivers - Continuous innovation and the development of a digital ecosystem are key strategies to attract and retain customers [39][42] Question: Performance across sales channels - DTC remains the fastest-growing channel, with strong demand across all channels despite challenges faced by resellers [45] Question: Pricing strategy and consumer reaction - The company is implementing more frequent price adjustments while maintaining positive consumer feedback on pricing strategies [52][54] Question: Cybersecurity incident remediation efforts - Management is enhancing monitoring and backup systems to prevent future attacks, with a modest increase in SG&A expenses anticipated [55] Question: Gross margin decline factors - The decline in gross margin is attributed to increased shipping costs and product mix, with container shipping costs being a significant pressure point [61][62] Question: Supply chain and inventory management - Supply chain stabilization is crucial for meeting guidance, with improved inventory positions being monitored closely [72][73] Question: M&A appetite and pipeline - The company has a robust pipeline for future acquisitions, focusing on expanding total addressable market and entering new categories [76][77] Question: Inflation impact on costs - Cost pressures are primarily from components and shipping, with pricing actions taken to maintain gross margins above 40% [82] Question: EV market demand - Management noted growing interest in performance-oriented EVs and powertrain conversions, viewing it as a strategic opportunity for future growth [85]

Financial Performance - As of June 30, 2021, the company reported a net loss of $12,859,424 for the three months ended, which included formation and operating costs of $1,655,583 and a change in fair value of warrant liability of $9,706,666 [122]. - For the six months ended June 30, 2021, the company had a net loss of $15,876,912, with formation and operating costs totaling $4,592,939 and a change in fair value of warrant liability of $10,143,333 [123]. - The company reported cash used in operating activities of $376,620 for the six months ended June 30, 2021 [125]. Initial Public Offering - The company completed its Initial Public Offering on October 9, 2020, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit [124]. - The company incurred deferred underwriting costs of $8,750,000 in connection with the Initial Public Offering, payable only upon completion of the initial business combination [129]. Cash and Securities - As of June 30, 2021, the company had cash and marketable securities held in the trust account amounting to $250,112,265 [126]. - The company had cash of $704,009 held outside of the trust account as of June 30, 2021, sufficient to fund operations through the Business Combination date [127]. Business Combination - The company entered into Subscription Agreements with PIPE Investors to purchase 24 million shares of Common Stock at $10.00 per share for a total of $240,000,000 concurrent with the Business Combination [130]. Equity Classification - The company’s Class A ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights [135]. Financing Arrangements - The company has no off-balance sheet financing arrangements as of June 30, 2021 [128].

Financial Performance - For the three months ended March 31, 2021, the company reported a net loss of $3,017,488, which included formation and operating costs of $2,937,356 and a change in fair value of warrant liability of $436,667 [125]. - Cash used in operating activities for the three months ended March 31, 2021, was $53,691, with changes in operating assets and liabilities providing $2,883,665 of cash from operating activities [127]. Initial Public Offering - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 units at a price of $10.00 per unit, with net proceeds of $245,000,000 after underwriting fees [126]. - The company plans to issue an aggregate of 24 million shares of common stock at a price of $10.00 per share for a total of $240,000,000 concurrent with the consummation of the business combination [134]. Cash and Securities - As of March 31, 2021, the company had cash and marketable securities held in the trust account amounting to $250,109,441, intended for the completion of its initial business combination [128]. - The company intends to use funds held outside the trust account primarily for identifying and evaluating target businesses and performing due diligence [129]. Debt and Capital Needs - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2021 [132]. - The company may need to raise additional capital through loans or investments if the merger with Holley does not close [131]. Business Combination - The company has entered into a merger agreement with Holley Intermediate Holdings, Inc., as part of its proposed business combination [123]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs [124].

Financial Performance - The company had a net loss of $5,000 from inception through September 30, 2020, primarily due to formation costs [94]. - The company incurred $14,215,163 in transaction costs related to the Initial Public Offering, including $5,000,000 in underwriting fees [97]. Initial Public Offering - The Initial Public Offering on October 9, 2020, raised gross proceeds of $250,000,000 from the sale of 25,000,000 Units at $10.00 per Unit [96]. - An additional $7,000,000 was generated from the sale of 4,666,667 Private Placement Warrants at $1.50 each [96]. - After the Initial Public Offering, $250,000,000 was placed in the Trust Account, with $1,122,742 in cash available for working capital [97]. - The underwriter is entitled to a deferred fee of $8,750,000, payable only if a Business Combination is completed [104]. Liquidity and Funding - As of September 30, 2020, the company had no cash prior to the Initial Public Offering, relying on initial share purchases and loans from the Sponsor for liquidity [95]. - The company intends to use funds in the Trust Account primarily to complete a Business Combination and may withdraw interest to pay taxes [98]. - The company does not anticipate needing additional funds for operating expenditures for at least the next 12 months, but may require financing for a Business Combination [101]. - There are no off-balance sheet financing arrangements or long-term liabilities as of September 30, 2020 [102][103].