Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Waldencast plc (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G9503X103 (CUSIP Number) |
Waldencast Long-Term Capital c/o Waldencast plc, 81 Fulham Road London, X0, SW3 6RD (917) 546-6828 Maxim Mayer-Cesiano, Esq. Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West New York, NY, 10001 (212) 735-2297 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/19/2024 (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.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G9503X103 |
| 1 |
Name of reporting person
Beauty Ventures LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,412,267.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row 13 of Class A ordinary shares, par value of $0.0001 per share ("Class A Shares") is based on 112,084,376 shares of 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 warrants held by Beauty Ventures LLC.
SCHEDULE 13D
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| CUSIP No. | G9503X103 |
| 1 |
Name of reporting person
Waldencast Long-Term Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,412,267.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row 13 of Class A Shares is based on 112,084,376 shares of 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 warrants held by Beauty Ventures LLC.
SCHEDULE 13D
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| 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 NoteThe 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. | |
| (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. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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