| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share |
| (b) | Name of Issuer:
Waldencast plc |
| (c) | Address of Issuer's Principal Executive Offices:
81 Fulham Rd., London,
UNITED KINGDOM
, SW3 6RD. |
Item 1 Comment:
Explanatory Note
The following constitutes Amendment No. 1 ("Amendment No. 1") to the initial statement on Schedule 13D, filed with the Securities and Exchange Commission on August 8, 2022 (the "Schedule 13D") by the undersigned. This Amendment No. 1 is being filed for the purposes of disclosing the disposition by the Reporting Persons of an aggregate of (i) 7,990,800 Class A Shares and (ii) 2,663,599 Private Placement Warrants completed pursuant to certain Disposition Requests (as defined below). In connection with the disposition that occurred on January 28, 2025 (described in Item 5 below), the Reporting Persons became aware that an amended Schedule 13D was required to be filed following the disposition of Class A Shares and Private Placement warrants that occurred on November 19, 2024. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings given to them in the Schedule 13D. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended to add the following language:
As previously disclosed in the Schedule 13D, pursuant to the Forward Purchase Transaction, Beauty Ventures LLC received an aggregate of (x) 17,300,000 Class A Shares and (y) 5,766,666 Private Placement Warrants.
Pursuant to the amended and restated limited liability company agreement for Beauty Ventures LLC, dated March 1, 2021, as amended (the "LLC Agreement"), a member of Beauty Ventures LLC may request a disposition of all or a portion of the Class A Shares or Private Placement Warrants in the member's respective capital accounts (a "Disposition Request"). Such Disposition Request, at the discretion of the managing member, involves the transfer of the Class A Shares and/ or Private Placement Warrants directly to such requesting member. Upon such transfer, the Reporting Persons no longer beneficially own such transferred Class A Shares or Private Placement Warrants.
Certain members of Beauty Ventures LLC may submit Disposition Requests from time to time that would result in additional transfers of Class A Shares or Private Placement Warrants from the Reporting Persons to such members. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a)-(b) of the Schedule 13D are hereby amended and restated as follows:
(a) - (b) Calculations of the percentage of Class A Shares beneficially owned is based on 112,084,376 Class A Shares outstanding as of November 15, 2024, as reported in the Form 6-K filed by the Issuer on November 20, 2024, and an additional 3,103,067 Class A Shares issuable upon exercise of Private Placement Warrants held by Beauty Ventures LLC.
The aggregate number and percentage of the Class A Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, Beauty Ventures LLC directly holds 9,309,200 Class A Shares and 3,103,067 Private Placement Warrants.
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| (b) | See Item 5(a) above. |
| (c) | Item 5(c) of the Schedule 13D is hereby amended to add the following language:
The information in Item 4 of this Schedule 13D is incorporated herein by reference.
(c) Certain members of Beauty Ventures LLC submitted Disposition Requests requesting to redeem all of the Class A Shares and/or warrants in their respective capital accounts. Pursuant to such Disposition Requests, Waldencast Long-Term Capital LLC elected to transfer to such members a total of: 490,800 Class A Shares and 163,600 Private Placement Warrants on May 30, 2024, 500,000 Class A Shares and 166,666 Private Placement Warrants on November 19, 2024, and 7,000,000 Class A Shares and 2,333,333 Private Placement Warrants on January 28, 2025.
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