UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 16, 2021
Waldencast Acquisition Corp.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-40207
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98-1575727
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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10 Bank Street, Suite 560
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White Plains, NY
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10606
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(Address of principal executive offices)
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(Zip Code)
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(917) 546-6828
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following
provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
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WALDU
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The Nasdaq Stock Market LLC
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Class A ordinary shares, par value $0.0001 per share
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WALD
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The Nasdaq Stock Market LLC
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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WALDW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on February 22, 2021, Waldencast Long-Term Capital LLC (the “Sponsor”)
and Dynamo Master Fund (a member of the Sponsor) entered into a forward purchase agreement (the “Sponsor Forward Purchase Agreement”), with Waldencast Acquisition Corp. (the “Company”) that provided for the purchase of up to an aggregate of
13,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $130,000,000, or $10.00 per unit, in a private placement to close substantially concurrently with
the closing of the Company’s initial business combination (the “Forward Purchase Securities”). The Sponsor Forward Purchase Agreement provided that the applicable forward purchase investors may, in their sole discretion, increase the amount of
capital committed under the Sponsor Forward Purchase Agreement up to an amount not to exceed $160,000,000. On October 20, 2021, the Company received an allocation notice from the Sponsor and Dynamo Master Fund committing to purchase an aggregate of
16,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $160,000,000, or $10.00 per unit. On December 20, 2021, the Sponsor and Burwell Mountain Trust (a
member of the Sponsor) entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”). The Assignment and Assumption Agreement provides for the assignment by the Sponsor and assumption by Burwell Mountain Trust of
all of the Sponsor’s rights and benefits as purchaser under the Sponsor Forward Purchase Agreement, including the right to purchase the Forward Purchase Securities subscribed for by the Sponsor.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On December 16, 2021, the board of directors (the “Board”) of the Company appointed Aaron Chatterley as a director of the
Company. The Board determined that Mr. Chatterley qualified as an independent director under Nasdaq rules.
Mr. Chatterley, 55, founded the web development company SP New Media in 1996, where he served as Chief Executive Officer
until selling the company in 2000. In 2005, Mr. Chatterley co-founded the online beauty retailer, feelunique, where he served as Chief Executive Officer until April 2014. Mr. Chatterley led the partial sale of feelunique to Palamon Capital
Partners in December 2012, as well as the sale of feelunique to LVMH/Sephora in September 2021. In addition, since 2016, Mr. Chatterley has served as a Non-Executive Director of Digital Jersey, an economic development agency, and currently serves
as an audit and risk committee member. Mr. Chatterley also serves as an Ambassador for The Prince’s Trust Women Supporting Women, a youth charity organization. We believe he is well qualified to serve on our Board because of his extensive
experience in the beauty industry.
In connection with Mr. Chatterley’s services, he is expected to receive 20,000 fully vested shares of Waldencast plc
subject to the closing of the Company’s initial business combination. There are no family relationships between Mr. Chatterley and any director, executive officer, or person nominated or chosen by the Company to become an executive officer of the
Company. There are no transactions between the Company and Mr. Chatterley that are otherwise subject to disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Assignment and Assumption Agreement, dated as of December 20, 2021 |
104
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Waldencast Acquisition Corp.
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Date: December 21, 2021
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By:
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/s/ Michel Brousset
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Name:
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Michel Brousset
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Title:
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Chief Executive Officer (Principal Executive and Accounting Officer)
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