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                            June 29, 2022

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

                                                        Re: Waldencast
Acquisition Corp.
                                                            Amendment No. 5 to
Registration Statement on Form F-4
                                                            Filed June 16, 2022
                                                            File No. 333-262692

       Dear Mr. Brousset:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our May
24, 2022 letter.

       Amendment No. 5 to Registration Statement on Form F-4 filed June 16,
2022

       Q: What will Obagi Shareholders and Milk Members receive in return for
Waldencast's
       acquisition . . ., page xxiv

   1.                                                   We note your revised
disclosures relating to the Conditional Consent. In your reference to
                                                        the revised maximum
number of shares that may be redeemed without causing the
                                                        Minimum Cash Condition
to the closing of the Business Combination to be unsatisfied,
                                                        here and elsewhere as
appropriate, please revise to clarify whether this amount could
                                                        further change
depending on the amount of the Inventory Cash Value. Additionally, revise
                                                        to provide investors
with some context regarding the amount of the Inventory Cash
                                                        Value.
 Michel Brousset
FirstName
WaldencastLastNameMichel
            Acquisition Corp.Brousset
Comapany
June       NameWaldencast Acquisition Corp.
     29, 2022
June 29,
Page 2 2022 Page 2
FirstName LastName
Exhibits

2.       We acknowledge your revisions in response to prior comment 1. As
previously noted in
         our comment 4 in our letter dated May 11, 2022, it is inappropriate
for counsel to limit its
         opinion to certain documents. Accordingly, please ensure that foreign
counsel revises the
         language in Section 1 of its opinion in Exhibit 5.3 to clarify that
counsel has examined
         all documents that it has deemed necessary to render its opinion. In
addition, please have
         counsel revise the reference in the last sentence of Exhibit 5.3 to
the purchasers of Units,
         or advise.
General

3.       We note that J.P. Morgan and Credit Suisse were underwriters for the
initial public
         offering of the SPAC and that J.P. Morgan is also acting as exclusive
financial advisor and
         lead capital markets advisor to Waldencast in connection with the
business combination
         transactions. We also note that Lazard Fr  res & Co. LLC acted as
financial advisor to
         Obagi and Alliance Consumer Growth acted as financial advisor to Milk,
and that there
         have been press reports of certain financial advisors ending their
involvement in SPAC
         business combination transactions. Please tell us, with a view to
disclosure, whether
         either you, Obagi, or Milk have received notice from any of these
institutions
         about ceasing their involvement in your transaction in any way and how
that may impact
         your deal or any deferred compensation owned to any of these
institutions for the SPAC's
         initial public offering or the business combination transactions.
       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,

                                                               Division of
Corporation Finance
                                                               Office of Life
Sciences
cc:      Max Mayer-Cesiano, Esq.