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 3021, ~~2021~~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 Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

340 Madison Avenue

New York, NY 10173

(Address of Principal Executive Offices, and Zip Code)

(212) 468-8655

Registrant’s Telephone Number, Including Area Code

Not Applicable

(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 (see General Instruction A.2. below):

¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	EPWR.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	EPWR	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	EPWR WS	New York Stock Exchange

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 43.0201. ~~Non-Reliance~~Notice onof ~~Previously~~Delisting ~~Issued~~or ~~Financial~~Failure ~~Statements~~to orSatisfy a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review~~of Listing.

~~The~~On ~~management~~November of21, 2022, Empowerment & Inclusion Capital I Corp. (the “Company”) ~~has~~received ~~re-evaluated~~notice from the ~~Company’s~~staff ~~application~~ of ~~ASC~~NYSE ~~480-10-S99-3A~~Regulation to(the ~~its~~“Staff”) ~~accounting classification~~ of the ~~redeemable~~New ~~Class~~York Stock AExchange ~~common stock, par value $0.0001 per share~~ (the “~~Public Shares~~NYSE”), ~~issued~~indicating asthat ~~part~~the ofStaff ~~the~~has ~~units~~determined ~~sold in~~to commence proceedings to delist the Company’s warrants, ~~initial~~each ~~public~~whole ~~offering~~warrant (exercisable for one share of the ~~“IPO”)~~Company’s onClass ~~January~~A 12common stock, ~~2021.~~par ~~Historically,~~value a$0.0001 ~~portion~~per ofshare (the ~~Public Shares~~“Class ~~was~~A ~~classified~~Common asStock”), ~~permanent~~at ~~equity~~an toexercise ~~maintain~~price ~~stockholders’~~of ~~equity~~$11.50 ~~greater~~per ~~than~~share, $5and ~~million~~listed to trade on the ~~basis~~NYSE ~~that~~under the ~~Company~~symbol ~~will~~“EPWR ~~not~~WS” ~~redeem~~(the ~~its~~“Warrants”), ~~Public~~from ~~Shares~~the inNYSE anand ~~amount~~ that ~~would~~trading ~~cause~~in ~~its~~the ~~net~~Warrants ~~tangible~~on ~~assets~~the toNYSE would be ~~less~~suspended ~~than $5,000,001~~immediately. ~~Pursuant~~The toStaff ~~such re-evaluation, the Company’s management~~ has determined that the ~~Public~~Warrants ~~Shares~~are ~~include~~no ~~certain~~longer ~~provisions~~suitable ~~that~~for ~~require~~listing ~~classification~~on of the ~~Public Shares~~NYSE asbased ~~temporary~~on ~~equity~~“abnormally ~~regardless~~low” ofprice ~~the~~levels, ~~minimum~~pursuant to ~~net~~Section ~~tangible~~802.01D ~~assets~~of ~~required~~the toNYSE ~~complete~~Listed ~~the~~ Company’s ~~initial business combination~~Manual.

~~Therefore,~~Trading on November 30, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”), after discussing with WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm, concluded that the Company’s previously issued (i) audited balance sheet as of January 12, 2021, filed as Exhibit 99.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) on January 19, 2021, (ii) unaudited interim financial statements included in ~~the~~ ~~Company’s Quarterly Report on Form 10-Q for~~ the ~~quarterly period ended March 31, 2021, filed with the SEC on May 28, 2021, (iii) unaudited interim financial statements included in the~~ Company’s ~~Quarterly~~Class ~~Report~~A ~~on Form 10-Q for the quarterly period ended June~~Common ~~30,~~Stock ~~2021, filed with the SEC on August 10, 2021,~~ and ~~(iv)~~units ~~unaudited interim financial statements included in the Company’s Quarterly Report~~ on ~~Form 10-Q for~~ the ~~quarterly~~NYSE ~~period~~will ended September 30, 2021, filed with the SEC on November 12, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied uponcontinue. As such, the Company intends to restate its financial statements for the Affected Periods in an Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”).

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Withum.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account, and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K. Forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially, many of which are beyond the control of the Company. Such risks include, without limitation, those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2021, as may be amended, supplemented, or superseded from time to time by other reports the Company files with the SEC, including its Quarterly Reports on Form 10-Q. Except as may be required by law, the Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURE

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.

	EMPOWERMENT & INCLUSION CAPITAL I CORP.

	By:	/s/ Harold Ford Jr.
	Name:	Harold Ford Jr.
	Title:	Chief Executive Officer

Dated: ~~December~~November 128, ~~2021~~2022

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