SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Power Katherine (Last) (First) (Middle) C/O POWERED BRANDS 292 MADISON AVE., FL. 8 (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/07/2021	3. Issuer Name and Ticker or Trading Symbol Powered Brands [ POWRU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Ordinary Shares(1)	30,000	D
Class B Ordinary Shares(1)	5,610,000(2)	I	See Footnote(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-251610) (as may be amended from time to time, the "Registration Statement") under the heading "Description of Securities," the Class B Ordinary Shares entitle the holder to one vote for each share held on all matters to be voted on by shareholders, will automatically convert into Class A Ordinary Shares of the Issuer at the time of the Issuer's initial business combination, and have no expiration date.

2. The shares owned by the Reporting Person include up to 750,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Registration Statement.

3. The shares are held directly by PB Management (the "Sponsor"). Katherine Power is one of two Managers of the Sponsor and may be deemed to have voting and dispositive power over the shares held by the Sponsor. Ms. Power disclaims Section 16 beneficial ownership of the shares except to the extent, if any, of her pecuniary interest therein, and this report shall not be deemed an admission that she is the beneficial owner of such shares for Section 16 or any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Katherine Power	01/07/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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