UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section 13 or Section 15(d) of the Securities Exchange Act of 1934~~SECTION

~~Date~~13 ofOR ~~Report~~ 15(~~Date of earliest event reported~~d): ~~March~~OF ~~2, 2022~~THE

SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of earliest event reported): December 27, 2022

Powered Brands

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39847	98-1570855
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

292 Madison Avenue, 8th Floor
New York, NY	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 756-3508

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:

¨	Written communications 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 Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share	POWRU	The ~~Nasdaq~~NASDAQ Capital Market
Class A ordinary shares, par value $0.0001 per share	POW	The ~~Nasdaq~~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
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On ~~November 15~~December 27, ~~2021~~2022, Powered Brands (the “Company”) ~~filed~~issued ~~its~~a ~~Form~~press ~~10-Q for the quarterly period ended September 30, 2021 (the~~release ~~“Q3~~announcing ~~Form~~it ~~10-Q”),~~will ~~which~~redeem ~~included~~all ~~in Note 2, Revision to Previously Reported Financial Statements (“Note 2”), a discussion~~ of ~~the revision to a portion of the Company’s previously issued financial statements for the classification of~~ its outstanding Class A ordinary shares, ~~subject~~par tovalue ~~redemption issued as part of the units sold in the Company’s initial public offering (“IPO”)~~$0. As0001 ~~described~~per ~~in Note 2~~share, ~~upon~~effective ~~its~~as ~~IPO, the Company classified a portion~~ of the ~~Class A ordinary shares subject to redemption as permanent~~close ~~equity~~of tobusiness ~~maintain~~on ~~net~~January 12, ~~tangible assets greater than $5~~2023,~~000,000~~ onbecause the ~~basis that the~~ Company will not consummate ~~its~~an initial business combination ~~only~~ ifwithin the ~~Company~~time ~~has~~period ~~net~~required by ~~tangible~~its ~~assets~~Amended ofand atRestated ~~least~~Memorandum ~~$5,000,001. The Company’s management re-evaluated the conclusion~~ and ~~determined that~~Articles ~~the Class A ordinary shares subject to redemption included certain provisions that require classification~~ of ~~the~~Association. ~~Class~~ A ~~ordinary shares~~copy ~~subject to redemption as temporary equity regardless~~ of the ~~minimum~~press ~~net~~release ~~tangible~~is ~~assets~~attached ~~required~~hereto ~~to complete the Company’s initial business combination. As a result, management corrected the error by revising all Class A ordinary shares subject to redemption~~ as ~~temporary equity~~Exhibit 99. ~~This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption~~1 ~~with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit~~ and ~~Class~~is Aincorporated ~~ordinary~~herein ~~shares~~by reference.

~~Also in~~Item ~~Note~~9.01. 2Financial ofStatements the Company’s Q3 Form 10-Q, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and ~~losses shared pro rata between the two classes of shares~~Exhibits. ~~This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.~~

As described above, originally, the Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and revised its previously financial statements in Note 2 to its Q3 Form 10-Q. However, upon further consideration of the material nature of the changes, the Company determined the change in classification of the Class A ordinary shares subject to redemption and change to its presentation of earnings per share is material quantitatively and the Company should restate its previously issued financial statements.

Exhibit No.		Description
99.1*		Press Release, dated December 27, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Therefore, on~~* ~~March~~Furnished 2, 2022, the audit committee of the board of directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management, that the Company’s previously issued (i) audited balance sheet as of January 12, 2021, filed as Exhibit 99herewith.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2021; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 3, 2021; and (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (collectively, the “Affected Periods”), should be restated and should no longer be relied upon. Similarly, other communications describing the Company’s financial statements and other related financial information covering the Affected Periods should no longer be relied upon.

Additionally, the Audit Committee determined that it is appropriate to file (i) an amendment to its Q3 Form 10-Q (the “Q3 Form 10-Q/A”), including restated unaudited interim financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021; (ii) a restated Note 2 to the unaudited interim financial statements and Item 4 of Part I of the Q3 Form 10-Q; and (iii) a restated audited balance sheet as of January 12, 2021, in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, in each case, reflecting the restatement of the Class A ordinary shares subject to redemption and the change to its presentation of earnings per share, as soon as practicable.SIGNATURE

~~The Company~~Pursuant ~~does~~to ~~not~~the ~~expect any~~ requirements of the ~~above~~Securities ~~changes~~Exchange ~~will~~Act ~~have~~of ~~any~~1934, ~~impact~~the onregistrant ~~its~~has ~~cash~~duly ~~position~~caused ~~and~~this ~~cash~~report ~~held~~to inbe ~~the~~signed ~~trust~~on ~~account~~its ~~established in~~behalf ~~connection~~by ~~with~~ the ~~IPO~~undersigned hereunto duly authorized.

After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting for complex securities during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.

	Powered Brands

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

Dated: December 27, 2022

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, P.C., the Company’s independent registered public accounting firm.

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.

Dated: March 4, 2022

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

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