EPWR.WS / Empowerment & Inclusion Capital I Corp. Redeemable warrants, each whole warrant exercisable for one - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39857 EMPOWERMENT & INCLUSION CAPITAL I CORP. (Exact name of registrant

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 27, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Empowerment & Inclusion Capital I Corp. Announces It Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

Exhibit 99.1 Empowerment & Inclusion Capital I Corp. Announces It Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination New York, NY, Nov. 29, 2022 - Empowerment & Inclusion Capital I Corp. (NYSE: EPWR) (the ?Company?) announced today that, because the Company is unable to consummate an initial business combination within the time period required by its Amended and

Financial Statements and Exhibits, Other Events

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): November 29, 2022 EMPOWERMENT & INCLUSION CAPITAL I CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39857 13-4055608 (State or Other Jurisdiction of Incorpor

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED WARRANTS The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 21, 2022 EMPOWERMENT & INCLUSION CAPITAL I CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39857 13-4055608 (State or Other Jurisdiction of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EPWR / Empowerment & Inclusion Capital I Corp. / PNC FINANCIAL SERVICES GROUP, INC. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Empowerment & Inclusion Capital I Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29248N100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

AGREEMENT February 11, 2022

Page 6 of 6 Pages EXHIBIT A AGREEMENT February 11, 2022 The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the ?Act?) with respect to the shares of Class A Common Stock issued by Empowerment & Inclusion Capital I Corp.

EPWR.U / Empowerment & Inclusion Capital I Corp. Units, each consisting of one share of Class A common stock / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Empowerment & Inclusion Capital I Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 29248N209 (CUSIP Number) December 15, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSI

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 30, 2021 EMPOWERMENT & INCLUSION CAPITAL I CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39857 13-4055608 (State or Other Jurisdiction of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39857 EMP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39857 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-39857 Empowerment &

Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K (File No. 001-39857), filed with the Securities and Exchange Commission on March 29, 2021).

EXHIBIT 4.5 DESCRIPTION OF THE COMPANY?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesi

Empowerment & Inclusion Capital I Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 1, 2021

Exhibit 99.1 Empowerment & Inclusion Capital I Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 1, 2021 New York, New York, February 24, 2021 ? Empowerment & Inclusion Capital I Corp. (the ?Company?) announced today that holders of the units sold in the Company?s initial public offering of 27,600,000 units completed on January 12, 2021 (the ?offering?

Other Events

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): February 24, 2021 EMPOWERMENT & INCLUSION CAPITAL I CORP. (Exact name of registrant as specified in its charter) Delaware 001-39857 13-4055608 (State or other jurisdiction of incorpor

EMPOWERMENT & INCLUSION CAPITAL I CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of Empowerment & Inclusion Capital I Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 12, 2021 F-3 No

EX-99.1 Exhibit 99.1 EMPOWERMENT & INCLUSION CAPITAL I CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of Empowerment & Inclusion Capital I Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 12, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Direc

Financial Statements and Exhibits, Other Events

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): January 12, 2021 EMPOWERMENT & INCLUSION CAPITAL I CORP. (Exact name of registrant as specified in its charter) Delaware 001-39857 13-4055608 (State or other jurisdiction of incorpora

Insider Letter, dated January 7, 2021, by and among the Company, its officers, its directors, PNC Investment Capital Corp. and Jefferies Financial Group Inc.

EX-10.1 Exhibit 10.1 January 7, 2021 Empowerment & Inclusion Capital I Corp. 340 Madison Avenue New York, NY 10173 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Empowerment & Inclusion Capital I Corp., a Delaware corporation (the

Registration Rights Agreement, dated January 12, 2021, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-39857), filed with the Securities and Exchange Commission on January 12, 2021).

EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2021, is made and entered into by and among Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), Jefferies Financial Group Inc., a New York corporation, PNC Investment Capital Corp., a Delaware corporation (collectively, the “Sponsors”), Haro

Empowerment & Inclusion Capital I Corp., the First Purpose-Driven SPAC Focused on Acquiring a Diverse or Inclusive Business, Sponsored by The PNC Financial Services Group, Inc. and Jefferies Financial Group Inc., Announces Pricing of Upsized $240 Mil

EX-99.1 Exhibit 99.1 Empowerment & Inclusion Capital I Corp., the First Purpose-Driven SPAC Focused on Acquiring a Diverse or Inclusive Business, Sponsored by The PNC Financial Services Group, Inc. and Jefferies Financial Group Inc., Announces Pricing of Upsized $240 Million Initial Public Offering New York, NEW YORK, January 7, 2021 - Empowerment & Inclusion Capital I Corp. (NYSE: EPWR.U) (the “C

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39857), filed with the Securities and Exchange Commission on January 12, 2021).

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMPOWERMENT & INCLUSION CAPITAL I CORP. January 7, 2021 Empowerment & Inclusion Capital I Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The Corporation was initially formed as PHX Capital LLC (the “LLC”), a Delaware limited liability

Administrative Support Agreement, dated January 12, 2021, by and between the Company and PNC Bank, National Association.

EX-10.5 Exhibit 10.5 EMPOWERMENT & INCLUSION CAPITAL I CORP. 340 Madison Avenue New York, NY 10173 January 12, 2021 PNC Bank, National Association 340 Madison Avenue New York, NY 10173 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Empowerment & Inclusion Capital I Corp. (the “Company”) and PNC Bank, National Association (“PNC”),

Convertible Promissory Note, dated as of January 7, 2021, issued to Jefferies Financial Group Inc. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-39857), filed with the Securities and Exchange Commission on January 12, 2021).

EX-10.7 Exhibit 10.7 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): January 12, 2021 (January 7, 2021) EMPOWERMENT & INCLUSION CAPITAL I CORP. (Exact name of registrant as specified in its charter) Delaware 001-39857 13-4055608 (State or other jurisdi

Convertible Promissory Note, dated as of January 7, 2021, issued to PNC Investment Capital Corp. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-39857), filed with the Securities and Exchange Commission on January 12, 2021).

EX-10.6 Exhibit 10.6 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD,

Warrant Agreement, dated January 12, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-39857), filed with the Securities and Exchange Commission on January 12, 2021).

EX-4.1 Exhibit 4.1 WARRANT AGREEMENT EMPOWERMENT & INCLUSION CAPITAL I CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 12, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated January 12, 2021, is by and between Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agen

Underwriting Agreement, dated January 7, 2021, by and among the Company, Jefferies LLC, as representative of the several underwriters, and Siebert Williams Shank & Co., LLC., as Qualified Independent Underwriter.

Exhibit 1.1 24,000,000 Units EMPOWERMENT & INCLUSION CAPITAL I CORP. UNDERWRITING AGREEMENT January 7, 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in

Investment Management Trust Agreement, dated January 12, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39857), filed with the Securities and Exchange Commission on January 12, 2021).

EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 12, 2021, by and between Empowerment & Inclusion Capital I Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form

Empowerment & Inclusion Capital I Corp., the First Purpose-Driven SPAC Focused on Acquiring a Diverse or Inclusive Business, Sponsored by The PNC Financial Services Group, Inc. and Jefferies Financial Group Inc., Announces Closing of Upsized $276 Mil

EX-99.2 Exhibit 99.2 Empowerment & Inclusion Capital I Corp., the First Purpose-Driven SPAC Focused on Acquiring a Diverse or Inclusive Business, Sponsored by The PNC Financial Services Group, Inc. and Jefferies Financial Group Inc., Announces Closing of Upsized $276 Million Initial Public Offering NEW YORK, NEW YORK, January 12, 2021 - Empowerment & Inclusion Capital I Corp. (NYSE: EPWR.U) (the “

Private Placement Warrants Purchase Agreement, dated January 7, 2021, by and among the Company, PNC Investment Capital Corp., Jefferies Financial Group Inc. and Harold Ford Jr. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-39857), filed with the Securities and Exchange Commission on January 12, 2021).

EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 7, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), and Jefferies Financial Group Inc., a

$240,000,000 Empowerment & Inclusion Capital I Corp. 24,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251613 and 333-251948 PROSPECTUS $240,000,000 Empowerment & Inclusion Capital I Corp. 24,000,000 Units Empowerment & Inclusion Capital I Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with on

- S-1MEF

S-1MEF As filed with the Securities and Exchange Commission on January 7, 2021 Registration No.

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Empowerment & Inclusion Capital I Corp. (Exact name of registrant as specified in its charter) Delaware 13-4055608 (State of incorporation or organization) (I.R.S. Employer Identification No.) 34

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CORRESP 1 filename1.htm Empowerment & Inclusion Capital I Corp. 340 Madison Avenue New York, NY 10173 January 5, 2021 VIA EDGAR Ronald (Ron) Alper U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Empowerment & Inclusion Capital I Corp. Registration Statement on Form S-1 Filed December 22, 2020, as amended File No. 333-251613 Dear

-

January 5, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Promissory Note for Working Capital Loan, issued to Jefferies Financial Group Inc.**

EX-10.11 Exhibit 10.11 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD

Letter Agreement, dated September 21, 2020, among PNC Investment Capital Corp., Jefferies Financial Group Inc. and Harold Ford Jr. (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-10.12 Exhibit 10.12 PNC Investment Capital Corp. The Tower at PNC, 300 Fifth Avenue Pittsburgh, PA 15222 Jefferies Financial Group Inc. 520 Madison Avenue New York, NY 10022 September 21, 2020 Harold Ford, Jr. [ ] [ ] [ ] Dear Harold, On behalf of PNC Investment Capital Corp. (the “PNC Sponsor”) and Jefferies Financial Group Inc. (the “JEF Sponsor” and together with the PNC Sponsor, the “Sponso

Promissory Note, dated September 17, 2020, issued to PNC Investment Capital Corp. (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Letter Agreement, dated November 4, 2020, among PNC Investment Capital Corp., Jefferies Financial Group Inc. and Virginia Henkels (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-10.13 Exhibit 10.13 PNC Investment Capital Corp. Jefferies Financial Group Inc. The Tower at PNC, 300 Fifth Avenue 520 Madison Avenue Pittsburgh, PA 15222 New York, NY 10022 November 4, 2020 Virginia Henkels [ ] [ ] Dear Virginia, On behalf of PNC Investment Capital Corp. (the “PNC Sponsor”) and Jefferies Financial Group Inc. (the “JEF Sponsor” and together with the PNC Sponsor, the “Sponsors”)

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP EMPOWERMENT & INCLUSION CAPITAL I CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par va

Securities Subscription Agreement, dated September 17, 2020, by and between the Company and PNC Investment Capital Corp. (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-10.6 Exhibit 10.6 EMPOWERMENT & INCLUSION CAPITAL I CORP. September 17, 2020 PNC Investment Capital Corp. The Tower at PNC Plaza 300 Fifth Avenue Pittsburgh, Pennsylvania 15222-2401 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on September 17, 2020 by and between PNC Investment Capital Corp., a Delaware corporation (the “Subscriber

Form of Administrative Support Agreement by and between the Registrant and PNC Bank, National Association.**

EX-10.9 Exhibit 10.9 EMPOWERMENT & INCLUSION CAPITAL I CORP. 340 Madison Avenue New York, NY 10173 , 2021 PNC Bank, National Association 340 Madison Avenue New York, NY 10173 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Empowerment & Inclusion Capital I Corp. (the “Company”) and PNC Bank, National Association (“PNC”), dated as o

Promissory Note, dated September 17, 2020, issued to Jefferies Financial Group Inc. (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-10.3 Exhibit 10.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

- AMENDMENT NO. 1 TO FORM S-1

Amendment No. 1 to Form S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on January 4, 2021. Registration No. 333-251613 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Empowerment & Inclusion Capital I Corp. (Exact name of registrant as specified in its charte

Form of Audit Committee Charter**

EX-99.1 Exhibit 99.1 EMPOWERMENT & INCLUSION CAPITAL I CORP. AUDIT COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Empowerment & Inclusion Capital I Corp. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

EX-4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT EMPOWERMENT & INCLUSION CAPITAL I CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in suc

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-14 Exhibit 14 EMPOWERMENT & INCLUSION CAPITAL I CORP. CODE OF BUSINESS CONDUCT AND ETHICS Effective [], 2021 I. INTRODUCTION The Board of Directors (the “Board”) of Empowerment & Inclusion Capital I Corp. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees

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January 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.

Certificate of Incorporation**

EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF EMPOWERMENT & INCLUSION CAPITAL I CORP. ARTICLE I NAME The name of the corporation is Empowerment & Inclusion Capital I Corp. (the “Corporation”). ARTICLE II PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amende

By Laws (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-3.3 Exhibit 3.3 BY LAWS OF EMPOWERMENT & INCLUSION CAPITAL CORP. (THE “CORPORATION”) Adopted September 17, 2020 ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting a

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-4.3 Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW EMPOWERMENT & INCLUSION CAPITAL I CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, i

Form of Promissory Note for Working Capital Loan, issued to PNC Investment Capital Corp.**

EX-10.10 Exhibit 10.10 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD

Form of Underwriting Agreement**

EX-1.1 Exhibit 1.1 20,000,000 Units EMPOWERMENT & INCLUSION CAPITAL I CORP. UNDERWRITING AGREEMENT [●], 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in

Form of Compensation Committee Charter**

EX-99.2 Exhibit 99.2 EMPOWERMENT & INCLUSION CAPITAL I CORP. COMPENSATION COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Empowerment & Inclusion Capital I Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determ

Form of Nominating and Corporate Governance Committee Charter**

EX-99.3 Exhibit 99.3 EMPOWERMENT & INCLUSION CAPITAL I CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective [ ], 2021 I. INTRODUCTION The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Empowerment & Inclusion Capital I Corp. (the “Company”) to: (i) identify and screen individuals qualified to serve as directo

Form of Letter Agreement among the Registrant and our officers, directors, PNC Investment Capital Corp. and Jefferies Financial Group Inc.**

EX-10.1 Exhibit 10.1 [ ], 2021 Empowerment & Inclusion Capital I Corp. 340 Madison Avenue New York, NY 10173 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Comp

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

EX-10.4 Exhibit 10.4 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Empowerment & Inclusion Capital I Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form

Form of Private Placement Warrants Purchase Agreement between the Registrant, PNC Investment Capital Corp., Jefferies Financial Group Inc. and Harold Ford Jr.**

EX-10.7 Exhibit 10.7 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), and Jefferies Financial Group Inc.,

Form of Amended and Restated Certificate of Incorporation**

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMPOWERMENT & INCLUSION CAPITAL I CORP. , 2021 Empowerment & Inclusion Capital I Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The Corporation was initially formed as PHX Capital LLC (the “LLC”), a Delaware limited liability company,

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-4.2 Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP EMPOWERMENT & INCLUSION CAPITAL I CORP. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), transferable on the books of

Form of Registration Rights Agreement between the Registrant and certain security holders**

EX-10.5 Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), Jefferies Financial Group Inc., a New York corporation, PNC Investment Capital Corp., a Delaware corporation (collectively, the “Sponsors”), Har

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-251613), filed with the Securities and Exchange Commission on January 4, 2021).

EX-10.8 Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Empowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless the

Consent of Andrea L. Zopp*

EX-99.10 Exhibit 99.10 Consent to be Named as a Director Nominee In connection with the filing by Empowerment & Inclusion Capital I Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of d

Consent of Marjorie Rodgers Cheshire*

EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Empowerment & Inclusion Capital I Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of dir

Power of Attorney (included in signature page)*

Form S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on December 22, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Empowerment & Inclusion Capital I Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction o

Consent of Gagan Singh*

EX-99.7 Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Empowerment & Inclusion Capital I Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of dir

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December 22, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.

Consent of Margaret B. (Peg) Smith*

EX-99.8 Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Empowerment & Inclusion Capital I Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of dir

Consent of Richard K. Bynum*

EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Empowerment & Inclusion Capital I Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of dir

Consent of Toni Townes-Whitley*

EX-99.9 Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by Empowerment & Inclusion Capital I Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of dir

Consent of Stephanie M. Phillipps*

EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Empowerment & Inclusion Capital I Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of dir

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DRS/A Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on December 1, 2020. This Amendment No. 1 to the draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2

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DRSLTR December 1, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.

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DRS 1 filename1.htm Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on September 25, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FO