United States securities and exchange commission logo
December 31, 2020
Katherine Power
Chief Executive Officer
Powered Brands
292 Madison Ave., FL 8
New York, NY 10017
Re: Powered Brands
Registration
Statement on Form S-1
Filed December 22,
2020
File No. 333-251610
Dear Ms. Power:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Risk Factors
We may amend the terms of the warrants in a manner that may be adverse
to holders of public
warrants, page 62
1. We note you disclose
here that the warrant agreement requires approval by the holders of
at least 65% of the
then-outstanding public warrants to make any change that adversely
affects the interests
of the registered holders of public warrants. However, Section 9.8 of
the Form of Warrant
Agreement filed as Exhibit 4.4 provides that the approval of 50% of
the then-outstanding
public warrants is required. Please reconcile the disclosures or
advise.
Katherine Power
FirstName LastNameKatherine Power
Powered Brands
Comapany31,
December NamePowered
2020 Brands
December
Page 2 31, 2020 Page 2
FirstName LastName
General
2. We note your prospectus states that if you do not consummate an
initial business
combination within 24 months from the closing of this offering, you
will redeem 100% of
the public shares for cash. However, Section 38.8 of your Form of
Amended and Restated
Memorandum and Articles of Association states that you will redeem the
public shares in
cash if you do not complete an initial business combination within 24
months after the
closing of this offering or 27 months after the closing of this
offering if you have executed
a letter of intent, agreement in principal or definitive agreement for
an initial business
combination within 24 months from the closing of this offering. Please
advise or revise.
3. We note disclosures at pages 62-63 of your prospectus reflect that the
exclusive forum
provision of your warrant agreement applies to Securities Act claims,
but will not apply to
suits brought to enforce any liability or duty created by the Exchange
Act or any other
claim for which the federal district courts of the United States of
America are the sole and
exclusive forum. Please revise your Form of Warrant Agreement filed as
Exhibit 4.4 to
ensure that the exclusive forum provision in Section 9.3 states this
clearly.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Robert Babula, Staff Accountant, at (202) 551-3339 or
Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Daniel Espinoza