Item 1.01. Entry into a Material Definitive Agreement.
On January 7, 2021 the Registration Statement on Form S-1 (File No. 333-251610)
and on Form S-1 MEF (File No. 333-251954) (together, the "Registration
Statement") relating to the initial public offering (the "IPO") of Powered
Brands (the "Company") was declared effective by the U.S. Securities and
Exchange Commission.
On January 12, 2021 the Company consummated the IPO of 27,600,000 units (the
"Units"), which included the exercise of the underwriters' option to purchase an
additional 3,600,000 Units at the initial public offering price to cover
over-allotments, with each Unit consisting of one Class A ordinary share,
$0.0001 par value per share (the "Class A Ordinary Shares"), and one-third of
one redeemable warrant (the "Public Warrants"), each whole Public Warrant
entitling the holder thereof to purchase one Class A Ordinary Share at an
exercise price of $11.50 per share, subject to adjustment. The Units were sold
at a price of $10.00 per Unit, generating gross proceeds of $276,000,000.
Further, in connection with the IPO, the Company entered into the following
agreements, forms of which were previously filed as exhibits to the Registration
Statement:
• an Underwriting Agreement, dated January 7, 2021, among the Company and Credit
Suisse Securities (USA) LLC which contains customary representations and
warranties and indemnification of the underwriter by the Company;
• a Warrant Agreement, dated January 7, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant
Agreement"), which sets forth the expiration and exercise price of and procedure
for exercising the Warrants (as defined below); certain adjustment features of
the terms of exercise; provisions relating to redemption and cashless exercise
of the Warrants; certain registration rights of the holders of Warrants;
provision for amendments to the Warrant Agreement; and indemnification of the
warrant agent by the Company under the agreement;
• an Investment Management Trust Agreement, dated January 7, 2021, between the
Company and Continental Stock Transfer & Trust Company, as trustee, which
establishes the trust account that will hold the net proceeds of the IPO and
certain of the proceeds of the sale of the Private Placement Warrants, and sets
forth the responsibilities of the trustee; the procedures for withdrawal and
direction of funds from the trust account; and indemnification of the trustee by
the Company under the agreement;
• a Registration and Shareholder Rights Agreement, dated January 12, 2021, among
the Company, the Sponsor and certain equityholders of the Company, which
provides for customary demand and piggy-back registration rights for the
Sponsor, and customary piggy-back registration rights for such other
equityholders, and, upon and following consummation of our initial business
combination, the right of the Sponsor to nominate three individuals for election
to the Company's board of directors;
• a Private Placement Warrant Purchase Agreement, dated January 7, 2021, between
the Company and PB Management (the "Sponsor"), pursuant to which the Sponsor
purchased 5,180,000 warrants to purchase Class A ordinary shares for $1.50 per
warrant in a private placement with each whole warrant entitling the holder
thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to
adjustment (the "Private Placement Warrants" and, together with the Public
Warrants, the "Warrants"); and
• Letter Agreement, dated January 12, 2021, among the Company, the Sponsor, each
director and officer, and certain equityholders of the Company, pursuant to
which each of the Sponsor, directors, officers and equityholders of the Company
have agreed to vote any Class A ordinary shares held by him, her or it in favor
of the Company's initial business combination; to facilitate the liquidation and
winding up of the Company if an initial business combination is not consummated
within 24 months of the closing of the IPO; to certain transfer restrictions
with respect to the Company's securities; to certain indemnification obligations
of the Sponsor; and the Company has agreed not to enter into a definitive
agreement regarding an initial business combination without the prior consent of
the Sponsor.
The above descriptions are qualified in their entirety by reference to the full
text of the applicable agreement, each of which is incorporated by reference
herein and filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, and 10.4,
respectively.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneous with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 5,180,000 Private
Placement Warrants at a price of $1.50 per Private Placement Warrant, generating
total proceeds of $7,770,000 (the "Private Placement"). The Private Placement
Warrants are substantially similar to the Public Warrants, except that if held
by the Sponsor or its permitted transferees, they (i) may be exercised for cash
or on a cashless basis, (ii) are not subject to being called for redemption
(except in certain circumstances when the Public Warrants are called for
redemption and a certain price per Class A Ordinary Share threshold is met) and
(iii) subject to certain limited exceptions including the Class A Ordinary
Shares issuable upon exercise of the Private Placement Warrants, will be subject
to transfer restrictions until 30 days following the consummation of the
Company's initial business combination. If the Private Placement Warrants are
held by holders other than the Sponsor or its permitted transferees, the Private
Placement Warrants will be redeemable by the Company in all redemption scenarios
and exercisable by holders on the same basis as the Public Warrants. The Private
Placement Warrants have been issued pursuant to the Private Placement Warrant
Purchase Agreement and the Private Placement Warrants are governed by the
Warrant Agreement.
Item 5.03. Amendments to Memorandum and Articles of Association.
On January 7, 2021, the Company adopted its Amended and Restated Memorandum and
Articles of Association. The Amended and Restated Memorandum and Articles of
Association is filed herewith as Exhibit 3.1 and is incorporated by reference
herein.
Item 8.01. Other Events.
Of the net proceeds from the IPO and the Private Placement, a total of
$276,000,000 was placed in a U.S.-based trust account at J.P. Morgan Chase Bank,
N.A., maintained by Continental Stock Transfer & Trust Company, acting as
trustee. Except with respect to interest earned on the funds in the trust
account that may be released to the Company to pay its income taxes, if any, the
proceeds from the IPO and the sale of the Private Placement Warrants held in the
trust account will not be released from the trust account (1) to the Company
until the completion of its initial business combination or (2) to the Company's
public shareholders, until the earliest of: (a) the completion of the Company's
initial business combination, and then only in connection with those Class A
ordinary shares that such shareholders properly elect to redeem, subject to
certain limitations, (b) the redemption of any public shares properly tendered
in connection with a (i) shareholder vote to amend the Company's amended and
restated memorandum and articles of association to modify the substance or
timing of its obligation to provide holders of its Class A ordinary shares the
right to have their shares redeemed in connection with its initial business
combination within 24 months from the closing of the IPO or (ii) with respect to
any other provisions relating to shareholders' rights of holders of the
Company's Class A ordinary shares or pre-initial business combination activity
and (c) the redemption of all of the Company's public shares if the Company has
not completed its initial business combination within 24 months from the closing
of the IPO, subject to applicable law.
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