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Name | Symbol | Market | Type |
---|---|---|---|
Waldencast Acquisition Corporation | NASDAQ:WALDU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.065 | 3.62 | 14.44 | 0 | 01:00:00 |
SCHEDULE 13D
|
Under the Securities Exchange Act of 1934
|
(Amendment No. )*
|
|
Waldencast plc.
|
(Name of Issuer)
|
Class A Ordinary Shares
|
(Title of Class of Securities)
|
G9503X103
|
(CUSIP Number)
|
Waldencast Ventures, LP.
|
c/o Waldencast plc, 10 Bank Street, Suite 560
|
White Plains, NY 10606
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
Copies to:
|
Gregg A. Noel, Esq.
|
Paul T. Schnell, Esq.
|
Michael J. Schwartz, Esq.
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
525 University Avenue, Suite 1400
|
Palo Alto, California 94301
|
Tel.: (650) 470-4500
|
July 27, 2022
|
(Date of Event Which Requires Filing of this Statement)
|
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
|
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
|
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
5,159,447
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
5,159,447
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,159,447
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
5.8% (1)
|
14.
|
|
Type of Reporting Person:
OO
|
(1) |
The percentage of Class A ordinary shares (“Class A Shares”) is based on 86,460,560 shares of Class A Shares outstanding as of August 15, 2022, as reported in the Registration
Statement on Form F-1/A filed by the Issuer on September 27, 2022 (the “Report”), and an additional 2,311,113 Class A Shares issuable upon exercise of private placement warrants held by Waldencast Ventures, LP.
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
5,159,447
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
5,159,447
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,159,447
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
5.8% (1)
|
14.
|
|
Type of Reporting Person:
OO
|
(1) |
The percentage of Class A Shares is based on 86,460,560 shares of Class A Shares outstanding as of August 15, 2022, as reported in the Registration Statement on Form F-1/A filed by
the Issuer on September 27, 2022 (the “Report”), and an additional 2,311,113 Class A Shares issuable upon exercise of private placement warrants held by Waldencast Ventures, LP.
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
5,159,447
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
5,159,447
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,159,447
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
5.8% (1)
|
14.
|
|
Type of Reporting Person:
OO
|
(1) |
The percentage of Class A Shares is based on 86,460,560 shares of Class A Shares outstanding as of August 15, 2022, as reported in the Report, and an additional 2,311,113 Class A
Shares issuable upon exercise of private placement warrants held by Waldencast Ventures, LP.
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Materials to be Filed as Exhibits
|
Exhibit Number |
Description
|
1 |
Joint Filing Agreement
|
2. |
Letter Agreement, dated March 15, 2021, among the Company, the Sponsor and the Company’s officers and directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K filed with the SEC on March 18, 2021).
|
3. |
Registration Rights Agreement (incorporated by reference to Exhibit 4.8 to the Company’s Form 20-F filed with the SEC on August 3, 2022).
|
WALDENCAST VENTURES, LP
|
||
By:
|
Waldencast Management, LLC its general partner
|
|
By:
|
/s/ Michel Brousset
|
|
Name:
|
Michel Brousset
|
|
Title:
|
Chief Executive Officer
|
|
WALDENCAST MANAGEMENT, LLC
|
||
By:
|
/s/ Michel Brousset
|
|
Name:
|
Michel Brousset
|
|
Title:
|
Chief Executive Officer
|
|
MICHEL BROUSSET
|
||
/s/ Michel Brousset
|
1 Year Waldencast Acquisition Chart |
1 Month Waldencast Acquisition Chart |
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