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 September 30, 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 November 7, 2022, 1,897,754 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, 25,702,246 Class A ordinary shares, 6,900,000 Class B ordinary shares, par value $0.0001 per share, and 13,932,460 warrants were issued and outstanding.

Table of Contents

POWERED BRANDS

Quarterly Report on Form 10-Q

Table of Contents


		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and 2021	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 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	24
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	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
SIGNATURES		28

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

POWERED BRANDS

UNAUDITED CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	92,031	$	628,620
Prepaid expenses		95,433		294,862
Total current assets		187,464		923,482
Investments held in Trust Account		277,620,045		276,026,243
Total Assets	$	277,807,509	$	276,949,725

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	162,737	$	145,534
Accrued expenses		234,717		126,603
Total current liabilities		397,454		272,137
Deferred underwriting commissions		9,660,000		9,660,000
Derivative warrant liabilities		873,906		8,593,408
Total Liabilities		10,931,360		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 $10.06 and $10.00 per share at redemption as of September 30, 2022 and December 31, 2021, respectively		277,520,045		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 September 30, 2022 and December 31, 2021		690		690
Additional paid-in capital		—		—
Accumulated deficit		(10,644,586)		(17,576,510)
Total Shareholders’ Deficit		(10,643,896)		(17,575,820)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	277,807,509	$	276,949,725

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

POWERED BRANDS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
General and administrative expenses	$	150,091	$	259,516	$	747,485	$	737,710
General and administrative expenses - related party		37,950		139,010		113,850		139,010
Loss from operations		(188,041)		(398,526)		(861,335)		(876,720)

Other income (expense)
Change in fair value of derivative warrant liabilities		291,302		4,889,200		7,719,502		3,646,800
Transaction costs associated with issuance of warrants		—		—		—		(479,738)
Income from investments held in Trust Account		1,218,602		6,958		1,593,802		19,285
Total other income (expense), net		1,509,904		4,896,158		9,313,304		3,186,347
Net income	$	1,321,863	$	4,497,632	$	8,451,969	$	2,309,627

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		27,600,000		27,600,000		27,600,000		26,487,912
Basic and diluted net income per share, Class A ordinary shares	$	0.04	$	0.13	$	0.24	$	0.07

Weighted average shares outstanding of Class B ordinary shares, basic and diluted		6,900,000		6,900,000		6,900,000		6,863,736
Basic and diluted net income per share, Class B ordinary shares	$	0.04	$	0.13	$	0.24	$	0.07

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

POWERED BRANDS

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three and Nine Months Ended September 30, 2022


	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)
Net income	—		—	—		—		—		3,877,543		3,877,543
Increase in redemption value of Class A ordinary shares subject to redemption	—		—	—		—		—		(301,443)		(301,443)
Balance - June 30, 2022 (unaudited)	—		—	6,900,000		690		—		(10,747,847)		(10,747,157)
Net income	—		—	—		—		—		1,321,863		1,321,863
Increase in redemption value of Class A ordinary shares subject to redemption	—		—	—		—		—		(1,218,602)		(1,218,602)
Balance – September 30, 2022 (unaudited)	—	$	—	6,900,000	$	690	$	—	$	(10,644,586)	$	(10,643,896)

For the Three and Nine Months Ended September 30, 2021


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2020	—	$	—	6,900,000	$	690	$	24,310	$	(28,005)	$	(3,005)
Excess of cash received over fair value of private placement warrants	—		—	—		—		3,108,000		—		3,108,000
Accretion of Class A ordinary shares to redemption amount	—		—	—		—		(3,132,310)		(20,393,740)		(23,526,050)
Net income	—		—	—		—		—		1,318,311		1,318,311
Balance - March 31, 2021 (unaudited)	—		—	6,900,000		690		—		(19,103,434)		(19,102,744)
Net loss	—		—	—		—		—		(3,506,316)		(3,506,316)
Balance - June 30, 2021 (unaudited)	—		—	6,900,000		690		—		(22,609,750)		(22,609,060)
Net income	—		—	—		—		—		4,497,632		4,497,632
Balance - September 30, 2021 (unaudited)	—	$	—	6,900,000	$	690	$	—	$	(18,112,118)	$	(18,111,428)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

POWERED BRANDS

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


		For the Nine Months Ended September 30,
	2022			2021

Cash Flows from Operating Activities:
Net income	$	8,451,969	$	2,309,627
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(7,719,502)		(3,646,800)
Transaction costs associated with issuance of warrants		—		479,738
Income from investments held in Trust Account		(1,593,802)		(19,285)
Changes in operating assets and liabilities:
Prepaid expenses		199,429		(356,936)
Accounts payable		17,203		118,024
Accrued expenses		108,114		33,998
Due to related party		—

SEC Form 10-Q filed by Powered Brands