Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On May 28, 2021, the Company received a notice (the "Notice") from the Nasdaq
Stock Market LLC ("Nasdaq") indicating that the Company is not in compliance
with Nasdaq Listing Rule 5250(c)(1) ("Rule 5250(c)(1)") because the Company did
not timely file its Quarterly Report on Form 10-Q for the quarter ended March
31, 2021 (the "Form 10-Q") with the Securities and Exchange Commission (the
"SEC"). The Notice has no immediate effect on the listing of the Company's stock
on Nasdaq, and it states that the Company is required to submit a plan to regain
compliance with Rule 5250(c)(1) within 60 calendar days from the date of the
Notice. If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up
to 180 calendar days from the due date of the Form 10-Q to regain compliance.
As reported by the Company in its Form 12b-25 filed with the SEC on May 17,
2021, the Company reevaluated the accounting treatment of its warrants (the
"Warrants") following the issuance by the Staff of the SEC of the "Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by
Special Purpose Acquisition Companies ("SPACs")" (the "SEC Staff Statement"),
which provides guidance for all SPACs regarding the accounting and reporting for
their warrants. The Company concluded that, based on the SEC Staff Statement,
the Warrants should be classified as liabilities measured at fair value, with
subsequent changes in fair value recorded in the Company's Statement of
Operations each reporting period.
On June 3, 2021, the Company filed the Form 10-Q.
On June 3, 2021, the Company issued a press release announcing that it has
regained compliance with Rule 5250(c)(1) following its receipt of the Notice. A
copy of that press release is attached to this Form 8-K as Exhibit 99.1 hereto.
Item 8.01. Financial Statements and Exhibits.
On June 3, 2021, the Company issued a press release announcing that it has
regained compliance with Rule 5250(c)(1) following its receipt of the Notice. A
copy of that press release is attached to this Form 8-K as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release issued by Powered Brands on June 3, 2021.
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