United States securities and exchange commission logo





                              December 31, 2020

       Katherine Power
       Chief Executive Officer
       Powered Brands
       292 Madison Ave., FL 8
       New York, NY 10017

                                                        Re: Powered Brands
                                                            Registration
Statement on Form S-1
                                                            Filed December 22,
2020
                                                            File No. 333-251610

       Dear Ms. Power:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Risk Factors
       We may amend the terms of the warrants in a manner that may be adverse
to holders of public
       warrants, page 62

   1.                                                   We note you disclose
here that the warrant agreement requires approval by the holders of
                                                        at least 65% of the
then-outstanding public warrants to make any change that adversely
                                                        affects the interests
of the registered holders of public warrants. However, Section 9.8 of
                                                        the Form of Warrant
Agreement filed as Exhibit 4.4 provides that the approval of 50% of
                                                        the then-outstanding
public warrants is required. Please reconcile the disclosures or
                                                        advise.
 Katherine Power
FirstName  LastNameKatherine Power
Powered Brands
Comapany31,
December   NamePowered
              2020       Brands
December
Page 2    31, 2020 Page 2
FirstName LastName
General

2.       We note your prospectus states that if you do not consummate an
initial business
         combination within 24 months from the closing of this offering, you
will redeem 100% of
         the public shares for cash. However, Section 38.8 of your Form of
Amended and Restated
         Memorandum and Articles of Association states that you will redeem the
public shares in
         cash if you do not complete an initial business combination within 24
months after the
         closing of this offering or 27 months after the closing of this
offering if you have executed
         a letter of intent, agreement in principal or definitive agreement for
an initial business
         combination within 24 months from the closing of this offering. Please
advise or revise.
3.       We note disclosures at pages 62-63 of your prospectus reflect that the
exclusive forum
         provision of your warrant agreement applies to Securities Act claims,
but will not apply to
         suits brought to enforce any liability or duty created by the Exchange
Act or any other
         claim for which the federal district courts of the United States of
America are the sole and
         exclusive forum. Please revise your Form of Warrant Agreement filed as
Exhibit 4.4 to
         ensure that the exclusive forum provision in Section 9.3 states this
clearly.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Robert Babula, Staff Accountant, at (202) 551-3339 or
Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Energy
& Transportation
cc:      Daniel Espinoza