Holley Inc美股招股说明书(2025-09-12版)

14,000,000 Shares of Common Stock This prospectus supplement relates to the offering by the selling stockholder referenced in this prospectussupplement of 14,000,000 shares of our ClassA common stock, par value $0.0001 per share (“Common Stock”).We are not offering any securities pursuant to this prospectus supplement and we will not receive any of theproceeds from the sale of the Common Stock being sold by the selling stockholder. Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HLLY.” OnSeptember8,2025, the last reported sale price of our Common Stock on the NYSE was $3.74 per share. You should carefully read this prospectus supplement and the accompanying prospectus before you invest in ourCommon Stock. Investing in our Common Stock involves a high degree of risk. See the section entitled“Risk Factors”beginning on page S-5of this prospectus supplement and page9of the accompanying prospectus andunder similar headings in the other documents incorporated by reference in this prospectus supplement, toread about factors you should consider before buying our Common Stock. (1)See the section“Underwriting (Conflicts of Interest)”beginning on page S-12for additional information regarding underwritingcompensation. The selling stockholder has granted the underwriters an option for a period of 30 days to purchase up to 2,100,000additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. Delivery of the shares of Common Stock will be made on or about September 12, 2025. Lead Book-Running Managers Jefferies J.P. Morgan Joint Book-Running Managers TABLE OF CONTENTS PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED SEPTEMBER 6, 2022) PAGEABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PROCEEDSS-6SELLING STOCKHOLDERS-7MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-8UNDERWRITINGS-12LEGAL MATTERSS-19EXPERTSS-20WHERE YOU CAN FIND MORE INFORMATIONS-21INCORPORATION OF INFORMATION BY REFERNECES-22 INTRODUCTORY NOTE REGARDING THE BUSINESS COMBINATION1ABOUT THIS PROSPECTUS3TRADEMARKS, SERVICE MARKS AND TRADE NAMES3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4THE COMPANY6THE OFFERING8RISK FACTORS9USE OF PROCEEDS10SELLING SECURITYHOLDERS11MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS15PLAN OF DISTRIBUTION20DESCRIPTION OF SECURITIES23LEGAL MATTERS33EXPERTS33WHERE YOU CAN FIND MORE INFORMATION33INCORPORATION OF CERTAIN INFORMATION BY REFERENCE34 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement updates, amends and supplements the prospectus dated September6, 2022 (the“prospectus”), which forms a part of our registration statement on FormS-1 (Registration No. 333-258075), datedJuly21, 2021, as amended by Post-Effective Amendment No. 1 dated February4, 2022, Post-Effective AmendmentNo. 2 dated March15, 2022 and Post-Effective Amendment No. 3 dated August11, 2022. We filed Post-EffectiveAmendment No. 3 to convert the registration statement on FormS-1 into a registration statement on FormS-3.Neither we, the selling stockholder nor the underwriters have authorized anyone to provide you with anyinformation or to make any representations other than those contained in this prospectus supplement or theaccompanying prospectus, or any subsequent prospectus supplement prepared by or on behalf of us or to which wehave referred you. Neither we, the selling stockholder nor the underwriters take any responsibility for, or providesany assurance as to the reliability of, any other information that others may give you. This prospectus supplement is not complete without the accompanying prospectus. This prospectus supplementshould be read in conjunction with the prospectus, which is to be delivered with this prospectus supplement, and isqualified by reference thereto, except to the extent that the information in this prospectus supplement or documentsincorporated by reference updates or supersedes the information contained in the prospectus. Please keep thisprospectus supplement with your prospectus for future reference. The prospectus includes other information aboutour business, financial condition and risk factors you should consider before making any investment in oursecurities. See “Where You Can Find More Information” and “Incorporation of Information by Reference” in thisprospectus supplement. You should not consider any information in this prospectus supplement or the accompanying prospectus to beinvestment, legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax,business,