United States securities and exchange commission logo





                            March 6, 2022

       Michael Brousset
       Chief Executive Officer
       Waldencast Acquisition Corp.
       10 Bank Street, Suite 560
       White Plains, NY 10606

                                                        Re: Waldencast
Acquisition Corp.
                                                            Registration
Statement on Form F-4
                                                            Filed February 14,
2022
                                                            File No. 333-262692

       Dear Mr. Brousset:

              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.

       Form F-4 filed February 14, 2022

       Selected Definitions, page iii

   1.                                                   We acknowledge your
revised disclosures in response to prior comments 1 and 3. We note
                                                        the definition of
Beauty Ventures discloses that it is managed by the Sponsor. We also
                                                        note that the
disclosures regarding expected ownership percentages separately discusses
                                                        the percentage
ownership of the Sponsor and Beauty Ventures. Please explain why this
                                                        presentation is
appropriate. In addition, as previously noted, it is unclear why a defined
                                                        term is needed for
"Total Implied Obagi Cash Consideration Amount    when it means
                                                        $380.0 million.
       Questions and Answers for Shareholders of Waldencast
       Q: What is the transaction structure?, page xx
 Michael Brousset
FirstName
WaldencastLastNameMichael
            Acquisition Corp.Brousset
Comapany
March      NameWaldencast Acquisition Corp.
       6, 2022
March2 6, 2022 Page 2
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FirstName LastName
2.       We acknowledge your revised disclosures in response to prior comment
4. You state that
         Milk Members will receive Waldencast LP common units as part of the
transaction.
         Please also clarify here whether the transaction involving the
issuance of Waldencast LP
         common units will be exempt from registration.
Summary of the Proxy Statement/Prospectus
Obagi, page 2

3.       We acknowledge your revised disclosures in response to prior comment
9. Your revised
         disclosures state that you have not received marketing authorization
from the FDA. To the
         extent correct, please revise here and elsewhere as appropriate,
including in your summary
         risk factor on page 29, to clarify that such marketing authorization
is required. As
         previously noted, please also disclose that the FDA has cited safety
concerns for the
         HQ ingredient, even at the lower concentrations, and that you could be
found to be
         marketing and selling these products in violation of the law, as you
state on page 48, and
         add corresponding disclosures to your summary risk factors. Please
also ensure that
         such disclosures are prominently disclosed.
Waldencast's Board of Directors' Reasons for the Business Combination, page 7

4.       We acknowledge your revised disclosures in response to prior comment
10. As previously
         noted, please revise your discussion of the board's reasons for the
business combination by
         removing some of the detailed discussion that is more appropriate for
elsewhere in the
         prospectus.
Sources and Uses of Funds for the Business Combination, page 24

5.       We acknowledge your revised disclosures in response to prior comment
16. Please further
         revise footnotes 2 to the tables to further explain how the cash is
intended to be used in the
         operations of Obagi and Milk, and provide some context to investors to
understand the
         differences in the use of cash in the different scenarios.
Regulations could prohibit physicians from dispensing our prescription only
products..., page 50

6.       We note your disclosure in response to our prior comment 20 that
certain jurisdictions and
         credit card authorization vendors have taken action against physician
customers who sell
         your prescription products over the Internet. As previously noted,
please quantify any
         effect thus far of such actions to the sales of your prescription only
products. You also
         state that certain states prohibit the dispensing of prescription
products without a
         pharmacy or license unless certain conditions are met. Please explain
whether your sales
         in these listed states meet those conditions and what those conditions
are. Additionally,
         disclose in your discussion of Obagi beginning on page 2 that certain
states, including
         California, Massachusetts, New York, and Texas require a pharmacy or
other license or
         authorization to dispense your prescription products unless certain
conditions are met, and
         that credit card authorization vendors and the state of Texas and
Puerto Rico have taken
 Michael Brousset
FirstName
WaldencastLastNameMichael
            Acquisition Corp.Brousset
Comapany
March      NameWaldencast Acquisition Corp.
       6, 2022
March3 6, 2022 Page 3
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FirstName LastName
         action against physician customers who sell your prescription products
to patients over the
         Internet.
We are involved, and may become involved in the future, in disputes and other
legal or
regulatory proceedings. . ., page 84

7.       We refer to your revised disclosure regarding the indemnification
agreement. Please
         remove this mitigating discussion from your risk factor.
Background to the Business Combination, page 173

8.       We refer to your revised disclosure in response to prior comment 28.
Regarding the
         rationale set forth in clause (ii), please further revise to explain
why Waldencast did not
         pursue further negotiations to discuss valuation expectations and
disclose how many
         potential targets this rationale affected. Regarding the rationale set
forth in clause (iv),
         please further discuss why the other target business was not as
aligned with Waldencast's
         investment criteria as Obagi and Milk's businesses. Also revise to
clarify whether any of
         the potential targets were in the beauty sector.
9.       We note your response to our prior comment 31. Please revise to
clarify how the
         negotiations relating to the Obagi China Business evolved, including
the different values
         attributed to the Obagi China Business and various regulatory issues
discussed.
10.      We note your responses to our prior comments 30 and 32, which we
reissue in part. You
         disclose that the parties and their respective advisors agreed to
effect the Up-C structure
         following several weeks of discussions. Please revise to further
expand on the evolution
         of the proposed transaction structure, including the tax aspects of
the structure. Please also
         further clarify how the consideration evolved during the negotiations,
including the
         changes to the purchase price mechanic and removal of a purchase price
adjustment that
         are referenced, and disclose any negotiations regarding the
consideration amount and type
         that occurred prior to the letters of interest. Also include a
discussion regarding any
         negotiations regarding Cedarwalk's ability to appoint one director.
Waldencast's Board of Directors' Reasons for the Business Combination, page 186

11.      We note your revised disclosure in response to our prior comment 34,
which we reissue in
         part. Disclose whether any companies meeting the selection criteria
were excluded from
         the analysis and please expand your discussion to disclose the
financial data used to derive
         the multiples.
U.S. Federal Income Tax Considerations, page 225

12.      We note your response to our prior comment 37. Please revise to remove
statements
         assuming the domestication qualifies as an F reorganization. Please
also expand your
         disclosure regarding the tax consequences to U.S. holders of
Waldencast Class A ordinary
         shares who exercise redemption rights and disclose the tax
consequences on the holding
 Michael Brousset
FirstName
WaldencastLastNameMichael
            Acquisition Corp.Brousset
Comapany
March      NameWaldencast Acquisition Corp.
       6, 2022
March4 6, 2022 Page 4
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FirstName LastName
         period caused by the redemption rights. For guidance concerning
assumptions and
         opinions subject to uncertainty, please refer to Staff Legal Bulletin
No. 19. Revise
         corresponding sections in the prospectus as appropriate, and revise
the opinion exhibit to
         cover all the material tax consequences to U.S. holders.
Skintrinsiq Device, page 275

13.      We refer to your revised disclosures in response to prior comment 41.
You state that the
         Skintrinsiq device is regulated by the FDA, but that you believe it is
exempt from FDA
         premarket review requirements. Please further explain to us the basis
of your belief.
Innovative Research & Development, page 276

14.      We note your response to our prior comment 40. Please revise
throughout the prospectus
         your references to your products' efficacy and/or safety and studies
determining your
         products' efficacy and/or safety as your prescription products have
not been approved by
         the FDA, and efficacy and safety determinations are within the FDA's
authority. Balance
         all references that Obagi Medical products are "scientifically-backed"
and "clinically
         proven" to state that your Obagi Medical products have not been
approved by the FDA or
         a similar regulatory authority, and that you're marketing certain of
your products without
         required FDA approval, or revise.
Sales & Marketing, page 279

15.      We note your revised disclosure in response to prior comment 42.
Please also revise to
         clarify, if true, that the referenced Chinese business would be part
of the Obagi China
         Distribution. In addition, please disclose that your agreement with
Boxout Health does not
         contain any minimum purchase requirements and expand your discussion
of the material
         terms of your Boxout Health distribution agreement to disclose the
termination provisions
         and rights and obligations of each party pursuant to the agreement.
Intellectual Property, page 283

16.      We note the addition of the table on page 276 of your material
patents. Please clarify, if
         correct, that each of the material patents listed are owned by Obagi.
Please also expand
         your disclosure of the patent rights under your license agreement with
Osmotics, including
         the materiality of such patent rights that you have licensed, the type
of patent protection,
         patent expiration dates and the applicable jurisdictions. In addition,
we note the upcoming
         expiration dates for certain of your patents, including patents
licensed under the agreement
         with Osmotics. Please disclose the material effects of expiring
patents, if any.
Information about Milk, page 289

17.      We note your response to our prior comment 43, which we reissue in
part. Please expand
         your disclosure for Milk's master services agreement to identify the
parties to such
         agreement and the material terms of the agreement or tell us why it is
not material. We
 Michael Brousset
FirstName
WaldencastLastNameMichael
            Acquisition Corp.Brousset
Comapany
March      NameWaldencast Acquisition Corp.
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March5 6, 2022 Page 5
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FirstName LastName
         refer to your reference to the master services agreement on page 298.
Sales and Distribution Strategy, page 293

18.      We note your response to our prior comment 47. Please expand your
disclosure of the
         material terms of the distribution agreements with Sephora, including
the termination
         provision.
Growth Opportunities, page 295

19.      We note your response to our prior comment 49, which we reissue in
part. Please also
         disclose the number of participants in the Sephora online survey
conducted in June 2020.
Beneficial Ownership of Securities, page 337

20.      We acknowledge your response to prior comment 52. Please revise
footnote 3 to explain
         that the voting and investment power is exercised jointly by
Waldencast Ventures, LP,
         Burwell Mountain Trust, and Dynamo Master Fund.
Milk Makeup LLC Financial Statements for the Nine Months ended September 30,
2021 and
2020
8. Commitments and Contingencies, page F-107

21.      We note your response to prior comment 54. You stated "management
believes these
         allegations are without merit and any reasonably possible losses are
not expected to have a
         material impact on the Company   s condensed financial statement."
Since it appears that
         there is at least a reasonable possibility that a loss or an
additional loss may have been
         incurred, item b. of ASC 450-20-50-4 requires disclosure of an
estimate of the possible
         loss or range of loss or a statement that such an estimate cannot be
made. Please
         revise accordingly.
Exhibits

22.      We refer to the 59,126,449 "Ordinary shares" shown as being registered
in your fee table
         exhibit. This amount appears to include both Waldencast plc Class A
ordinary shares and
         Waldencast plc Non-Economic ordinary shares. Please revise so that the
number of shares
         of each class of shares is separately disclosed in the table. Refer to
Item 21 of Form F-4.
         In addition, certain disclosures on the cover page was removed along
with the filing fee
         table, such as the asterisk disclosure regarding the Domestication.
Please restore the
         disclosures.
General

23.      We note your revised disclosure in response to our prior comment 55.
Please specify the
         sources that conducted the industry research in 2020 referenced in
your disclosure. Please
         also restore the deleted reference to the survey conducted by Kline &
Co. on page 281 or
         advise.
 Michael Brousset
Waldencast Acquisition Corp.
March 6, 2022
Page 6

        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 Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jane Park at 202-551-7439 or Dorrie Yale at 202-551-8776 with any other
questions.



                                                           Sincerely,
FirstName LastNameMichael Brousset
                                                           Division of
Corporation Finance
Comapany NameWaldencast Acquisition Corp.
                                                           Office of Life
Sciences
March 6, 2022 Page 6
cc:       Max Mayer-Cesiano
FirstName LastName