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 2129, 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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On November 2129, 2022, Empowerment & Inclusion Capital I Corp. (the “Company”) ~~received~~issued ~~notice~~a ~~from~~press ~~the~~release ~~staff~~announcing ofthat ~~NYSE Regulation (~~because the ~~“Staff”)~~Company ofis ~~the~~unable ~~New~~to ~~York Stock~~consummate ~~Exchange~~an ~~(the~~initial ~~“NYSE”),~~business ~~indicating~~combination ~~that~~within the ~~Staff~~time ~~has~~period ~~determined~~required toby ~~commence~~its ~~proceedings~~Amended toand ~~delist the Company’s~~Restated ~~warrants,~~Certificate ~~each whole warrant exercisable for one share~~ of ~~the~~Incorporation ~~Company’s Class A common stock, par value $0.0001 per share~~ (the “~~Class A~~Amended ~~Common Stock~~Charter”), atthe anCompany ~~exercise~~intends ~~price~~to ofdissolve ~~$11.50 per share,~~ and ~~listed~~liquidate toin ~~trade~~accordance onwith the ~~NYSE under the symbol “EPWR WS”~~ ~~(the~~provisions ~~“Warrants”),~~of ~~from~~ the ~~NYSE~~Amended Charter and ~~that~~will ~~trading~~redeem inall ~~the~~of ~~Warrants on~~ the ~~NYSE~~outstanding ~~would~~shares beof ~~suspended~~Class ~~immediately.~~A ~~The~~common ~~Staff~~stock ~~has determined~~ that ~~the~~were ~~Warrants~~included ~~are~~in nothe ~~longer~~units issued ~~suitable~~in ~~for~~its ~~listing~~initial onpublic offering (the ~~NYSE based on~~ “~~abnormally~~Public ~~low~~Shares”), ~~price~~at ~~levels,~~a ~~pursuant to~~per-share ~~Section~~redemption ~~802.01D~~price of ~~the~~approximately ~~NYSE Listed Company Manual~~$10.09.

~~Trading~~As inof the ~~Company’s~~close ~~Class~~of Abusiness ~~Common~~on December 14, 2022, ~~Stock~~the Public Shares will be deemed cancelled and ~~units~~will onrepresent only the ~~NYSE~~right ~~will~~to ~~continue~~receive the redemption amount.

In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares.

Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after December 14, 2022.

The holders of the Company’s outstanding Class B common stock have agreed to waive their redemption rights with respect to the outstanding Class B common stock issued prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company expects that the New York Stock Exchange will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. The Company anticipates that the Public Shares will cease trading as of the close of business on December 13, 2022.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.	Description of Exhibits
99.1	Press Release, dated November 29, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~By: ~~November~~/s/ ~~28,~~Harold ~~2022~~Ford Jr. Name: Harold Ford Jr. Title: Chief Executive Officer

Dated: November 29, 2022

Filing Compare · Empowerment & Inclusion Capital I Corp.