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, 2022

☐ 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: 001-39847

POWERED BRANDS

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1570855

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

292 Madison Avenue, 8th Floor

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 Capital Market
Class A ordinary shares, par value $0.0001	POW	The NASDAQ Capital Market
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	POWRW	The NASDAQ Capital Market

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 9, 2022, 3,468,352 units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-third of a warrant to acquire one Class A ordinary share, 24,131,648 Class A ordinary shares, 6,900,000 Class B ordinary shares, par value $0.0001 per share, and 13,408,930 warrants were issued and outstanding.


		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and 2021	3
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 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	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURES		26


	March 31, 2022		December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	380,519	$	628,620
Prepaid expenses		273,933		294,862
Total current assets		654,452		923,482
Investments held in Trust Account		276,050,849		276,026,243
Total Assets	$	276,705,301	$	276,949,725

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	208,617	$	145,534
Accrued expenses		207,807		126,603
Total current liabilities		416,424		272,137
Deferred underwriting commissions		9,660,000		9,660,000
Derivative warrant liabilities		4,952,134		8,593,408
Total Liabilities		15,028,558		18,525,545

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares issued and outstanding at $10.00 per share at redemption as of March 31, 2022 and December 31, 2021		276,000,000		276,000,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 350,000,000 shares authorized; no non-redeemable shares issued or outstanding		—		—
Class B ordinary shares, $0.0001 par value; 150,000,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		690		690
Additional paid-in capital		—		—
Accumulated deficit		(14,323,947)		(17,576,510)
Total Shareholders’ Deficit		(14,323,257)		(17,575,820)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	276,705,301	$	276,949,725


	For the Three Months Ended March 31,
	2022		2021
General and administrative expenses	$	375,367	$	220,596
General and administrative expenses - related party		37,950		—
Loss from operations		(413,317)		(220,596)

Other income (expense)
Change in fair value of derivative warrant liabilities		3,641,274		2,013,200
Transaction costs associated with issuance of warrants		—		(479,738)
Income from investments held in Trust Account		24,606		5,445
Total other income (expense), net		3,665,880		1,538,907
Net income	$	3,252,563	$	1,318,311

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		27,600,000		24,226,667
Basic and diluted net income per share, Class A ordinary shares	$	0.09	$	0.04

Weighted average shares outstanding of Class B ordinary shares, basic		6,900,000		6,790,000
Weighted average shares outstanding of Class B ordinary shares, diluted		6,900,000		6,900,000
Basic and diluted net income per share, Class B ordinary shares	$	0.09	$	0.04


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2021	—	$	—	6,900,000	$	690	$	—	$	(17,576,510)	$	(17,575,820)
Net income	—		—	—		—		—		3,252,563		3,252,563
Balance - March 31, 2022 (unaudited)	—	$	—	6,900,000	$	690	$	—	$	(14,323,947)	$	(14,323,257)


Gross proceeds	$	276,000,000
Less:
Amount allocated to Public Warrants		(8,188,000)
Class A ordinary shares issuance costs		(15,338,050)
Plus:
Accretion of carrying value to redemption value		23,526,050
Class A ordinary shares subject to possible redemption	$	276,000,000


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
As of March 31, 2022	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account:
Mutual funds invested in U.S. Treasury Securities	$	276,050,849	$	—	$	—
Liabilities:
Derivative warrant liabilities:
Derivative warrant liabilities – Public Warrants	$	3,128,000	$	—	$	—
Derivative warrant liabilities – Private Placement Warrants	$	—	$	1,761,200	$	—
Derivative warrant liabilities – Working Capital Warrants	$	—	$	62,934	$	—


		For the Three Months Ended March 31,
	2022			2021

Cash Flows from Operating Activities:
Net income	$	3,252,563	$	1,318,311
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(3,641,274)		(2,013,200)
Transaction costs associated with issuance of warrants		—		479,738
Income from investments held in Trust Account		(24,606)		(5,445)
Changes in operating assets and liabilities:
Prepaid expenses		20,929		(546,394)
Accounts payable		63,083		133,160
Accrued expenses		81,204		(2,930)
Net cash used in operating activities		(248,101)		(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		(248,101)		1,361,987

Cash - beginning of the period		628,620		—
Cash - end of the period	$	380,519	$	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

SEC Form 10-Q filed by Powered Brands