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 quarterly period 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

POWERED BRANDS

(Exact name of registrant as specified in its charter)

Delaware

001-39847

98-1570855

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

292 Madison Avenue, Fl. 8

New York, NY

10017

(Address of principal executive offices)

(Zip Code)

(212) 756-3508

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share	POWRU	The NASDAQ Stock Market LLC

Class A ordinary shares, par value $0.0001	POW	The NASDAQ Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	POWRW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	⌧	Smaller reporting company	⌧
		Emerging growth company	⌧

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ⌧ No ◻

As of May 28, 2021, 27,600,000 Class A ordinary shares and 6,900,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020	1

	Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2021	2

	Unaudited Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021	3

	Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

SIGNATURES


	March 31, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	1,361,987	$	—
Prepaid expenses		573,194		—
Total current assets		1,935,181		—
Investments held in Trust Account		276,005,445		—
Deferred offering costs associated with the initial public offering		—		419,962
Total Assets	$	277,940,626	$	419,962

Liabilities and Shareholders' Equity (Deficit):
Current liabilities:
Accounts payable	$	476,495	$	23,450
Accrued expenses		70,075		333,517
Note payable - related party		—		66,000
Total current liabilities		546,570		422,967
Deferred underwriting commissions		9,660,000		—
Derivative warrant liabilities		10,836,800		—
Total Liabilities		21,043,370		422,967

Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 25,189,725 and 0 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively		251,897,250		—

Shareholders' Equity (Deficit):
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020		—		—
Class A ordinary shares, $0.0001 par value; 350,000,000 shares authorized; 2,410,275 and 0 shares issued and outstanding (excluding 25,189,725 and 0 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		241		—
Class B ordinary shares, $0.0001 par value; 150,000,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020		690		690
Additional paid-in capital		3,708,769		24,310
Retained earnings (accumulated deficit)		1,290,306		(28,005)
Total Shareholders' Equity (Deficit)		5,000,006		(3,005)
Total Liabilities and Shareholders' Equity (Deficit)	$	277,940,626	$	419,962


General and administrative expenses	$	220,596
Loss from operations		(220,596)

Other income (expense)
Decrease in fair value of derivative warrant liabilities		2,013,200
Transaction costs associated with issuance of warrants		(479,738)
Income from investments held in Trust Account		5,445
Total other income		1,538,907
Net income	$	1,318,311

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		27,600,000
Basic and diluted net income per share, Class A ordinary shares	$	0.00

Weighted average shares outstanding of Class B ordinary shares, basic and diluted		6,790,000
Basic and diluted net income per share, Class B ordinary shares	$	0.19


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Retained Earnings		Shareholders’
	Shares	Amount		Shares	Amount		Capital		(Accumulated Deficit)		Equity (Deficit)
Balance — January 1, 2021	—	$	—	6,900,000	$	690	$	24,310	$	(28,005)	$	(3,005)
Sale of units in initial public offering, less fair value of public warrants	27,600,000		2,760	—		—		267,809,240		—		267,812,000
Offering costs	—		—	—		—		(15,338,050)		—		(15,338,050)
Excess of cash received over fair value of private placement warrants	—		—	—		—		3,108,000		—		3,108,000
Class A ordinary shares subject to possible redemption	(25,189,725)		(2,519)	—		—		(251,894,731)		—		(251,897,250)
Net income	—		—	—		—		—		1,318,311		1,318,311
Balance — March 31, 2021	2,410,275	$	241	6,900,000	$	690	$	3,708,769	$	1,290,306	$	5,000,006


Cash Flows from Operating Activities:
Net income	$	1,318,311
Adjustments to reconcile net income to net cash used in operating activities:
Decrease in fair value of derivative warrant liabilities		(2,013,200)
Transaction costs associated with issuance of warrants		479,738
Income from investments held in Trust Account		(5,445)
Changes in operating assets and liabilities:
Prepaid expenses		(546,394)
Accounts payable		133,160
Accrued expenses		(2,930)
Net cash used in operating activities		(636,760)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(276,000,000)
Net cash used in investing activities		(276,000,000)

Cash Flows from Financing Activities:
Proceeds from promissory note issued to related party		25,000
Payment of promissory note issued to related party		(141,019)
Proceeds received from initial public offering, gross		276,000,000
Proceeds received from private placement		7,770,000
Offering costs paid		(5,655,234)
Net cash provided by financing activities		277,998,747

Net change in cash		1,361,987

Cash - beginning of the period		—
Cash - end of the period	$	1,361,987

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	$	343,335
Offering costs included in accrued expenses	$	70,000
Offering costs paid by related party under promissory note	$	23,219
Deferred underwriting commissions in connection with the initial public offering	$	9,660,000
Initial value of Class A ordinary shares subject to possible redemption	$	250,149,840
Change in value of Class A ordinary shares subject to possible redemption	$	1,747,410


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)
Investments held in Trust Account:
U.S. Treasury Securities	$	276,005,445	$	—	$	—

Derivative warrant liabilities:
Derivative warrant liabilities - Public Warrants	$	6,900,000	$	—	$	—
Derivative warrant liabilities - Private Placement Warrants	$	—	$	—	$	3,936,800


	March 31,			As of January 12,
	2021			2021
Exercise price	$	11.50		$	11.50
Stock Price	$	9.73		$	9.70
Expected life (in years)		6.28			6.50
Volatility		12.50	%		15.00	%
Risk-free interest rate		1.23	%		0.75	%
Dividend yield		—			—


Derivative warrant liabilities at January 1, 2021	$	—
Issuance of Public and Private Warrants		12,850,000
Transfer of Public Warrants to Level 1		(8,188,000)
Change in fair value of derivative warrant liabilities - Private Placement Warrants		(725,200)
Derivative warrant liabilities at March 31, 2021 - Private Placement Warrants	$	3,936,800


	As of January 12, 2021
	Previously
	Reported		Adjustments		If Adjusted
Total Assets	$	278,301,800	$	—	$	278,301,800

Liabilities and Shareholders' Equity:
Total current liabilities	$	641,958	$	—	$	641,958
Deferred underwriting commissions		9,660,000		—		9,660,000
Derivative warrant liabilities		—		12,850,000		12,850,000
Total Liabilities		10,301,958		12,850,000		23,151,958

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		262,999,840		(12,850,000)		250,149,840

Shareholders' Equity:
Preferred stock, $0.0001 par value		—		—		—
Class A ordinary shares, $0.0001 par value		130		129		259
Class B ordinary shares, $0.0001 par value		690		—		690
Additional paid-in capital		5,034,187		476,998		5,511,185
Accumulated deficit		(35,005)		(477,127)		(512,132)
Total Shareholders' Equity		5,000,002		—		5,000,002
Total Liabilities and Shareholders' Equity	$	278,301,800	$	—	$	278,301,800


Exhibit Number		Description

3.1		Amended and Restated Memorandum and Articles of Association (1)

4.1		Specimen Unit Certificate. (2)

4.2		Specimen Ordinary Share Certificate. (2)

4.3		Specimen Warrant Certificate. (2)

4.4		Warrant Agreement, between Continental Stock Transfer & Trust Company and the Registrant. (1)

10.1		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.(1)

10.2		Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.(1)

10.3		Private Placement Warrant Agreement between the Registrant and the Sponsor.(1)

10.4		Letter Agreement between the Registrant, the Sponsor and each director, officer and equityholder of the Registrant.(1)

31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS		XBRL Instance Document*

101.SCH		XBRL Taxonomy Extension Schema*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase*

101.DEF		XBRL Taxonomy Extension Definition Linkbase*

101.LAB		XBRL Taxonomy Extension Label Linkbase*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase*


	POWERED BRANDS

	By:	/s/ Katherine Power
	Name:	Katherine Power
	Title:	Chief Executive Officer

SEC Form 10-Q filed by Powered Brands