Powered Brands Will Redeem Public Shares Effective As Of The Close Of Business On January 12, 2023

Author: Benzinga Newsdesk | December 27, 2022 05:06pm

Powered Brands (the "Company") (NASDAQ:POWRU, POW, POWRW))))), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 per share (the "Public Shares"), effective as of the close of business on January 12, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the "Articles").

As such, in accordance with the Company's Articles, the Company will:

• cease all operations as of January 12, 2023, except for the purpose of winding up;
• as promptly as reasonably possible, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company's trust account (the "Trust Account"), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company's income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members' (as defined in the Articles) rights as Members of the Company (including the right to receive further liquidation distributions, if any); and
• as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Company's board of directors, liquidate and dissolve,

subject in each case, to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The per-share redemption price for the public shares will be approximately $10.12 (the "Redemption Amount"). The balance of the Trust Account as of December 15, 2022, was approximately $279,469,749.85, which includes approximately $3,469,749.85 in interest and dividend income (excess of cash over $276,000,000.00, the funds deposited into the Trust Account). In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.

As of the close of business on January 12, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the Company's transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in "street name," however, will not need to take any action in order to receive the Redemption Amount.

There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless.

The Company's sponsor has waived its redemption rights with respect to the outstanding Class A ordinary shares held by the sponsor, and the Class B ordinary shares. After January 12, 2023, the Company shall cease all operations except for those required to wind up the Company's business.

The Company expects that the Nasdaq Capital Market will file a Form 25 with the U.S. Securities and Exchange Commission (the "Commission") to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

Posted In: POW POWRU