Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 19, 2022, the Board of Directors (the "Board") of Powered Brands (the "Company") appointed Neela Montgomery as a director of the Company and a member of the Company's Audit Committee, effective immediately. Ms. Montgomery will serve in the class of directors whose term expires at the Company's second general annual meeting of shareholders. The Board has determined that Ms. Montgomery is an independent director under applicable Securities and Exchange Commission and the Nasdaq Stock Market LLC rules.

In connection with the appointment of Ms. Montgomery, the Company and Ms. Montgomery entered into the following agreements:

· A Letter Agreement, dated January 19, 2022, between the Company and Ms.


  Montgomery, pursuant to which Ms. Montgomery has agreed to: vote any Class B
  ordinary shares and Class A ordinary shares held by her in favor of the
  Company's initial business combination; facilitate the liquidation and winding
  up of the Company if an initial business combination is not consummated within
  the time period required by its amended and restated memorandum and articles
  of association; and certain transfer restrictions with respect to the
  Company's securities.

· An Indemnification Agreement, dated January 19, 2022, between the Company and

Ms. Montgomery, providing Ms. Montgomery contractual indemnification in
  addition to the indemnification provided for in the Company's amended and
  restated memorandum and articles of association.

· A Restricted Stock Unit Award Agreement, dated January 19, 2022, pursuant to


  which the Company agreed to grant 45,000 restricted stock units of the Company
  to Ms. Montgomery.

· A Joinder Agreement, dated January 19, 2022, pursuant to which Ms. Montgomery


  became a party to that certain Registration and Shareholder Rights Agreement,
  dated January 12, 2021, among the Company, PB Management (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 Ms. Montgomery and such other equityholders.

The foregoing descriptions of the Letter Agreement, the Indemnification Agreement, the Restricted Stock Unit Award Agreement and the Joinder Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Indemnification Agreement, the Restricted Stock Unit Award Agreement and the Joinder Agreement, copies of which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

Other than the foregoing, Ms. Montgomery is not party to any arrangement or understanding with any person pursuant to which she was appointed as a director, nor is she party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 9.01 Financial Statements and Exhibits.






  (d) Exhibits. The following exhibits are filed with this Form 8-K:




Exhibit No.

              Letter Agreement, dated January 19, 2022, between the Company and Ms.
  10.1      Montgomery.

              Indemnification Agreement, dated January 19, 2022, between the Company
  10.2      and Ms. Montgomery.

              Restricted Stock Unit Award Agreement, dated January 19, 2022, between
  10.3      the Company and Ms. Montgomery.

              Joinder Agreement, dated January 19, 2022, between the Company, the
  10.4      Sponsor and Ms. Montgomery.

             Cover Page Interactive Data File (embedded within the Inline XBRL
 104        document)

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