Sec Form 13D Filing - Zeno Investment Master Fund filing for WALDENCAST PLC (WALD) - 2024-02-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

  

SCHEDULE 13D/A
(Rule 13d-101)

 

Information to be Included in Statements Filed Pursuant
to § 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)

 

 

WALDENCAST PLC
(Name of Issuer)

 

 

Class A ordinary shares, $0.0001
par value per share
(Title of Class of Securities)

 

G9503X103

(CUSIP Number)

 

Zeno Investment Master Fund

Zeno Equity Partners LLP

272 Kings Road, College House 3rd floor, London SW3 5AW

+44 (0) 207 352 3535

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 9, 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. ☐

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

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, as amended (“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).

 

CUSIP No. G9503X103

 

 

 

CUSIP No. G9503X103

 

 

 

 

 

CUSIP No. G9503X103

 

 

 

 

 

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2022, as amended on September 21, 2023, as amended on December 1, 2023 (“Amendment No. 2”), relating to Class A ordinary shares, $0.0001 par value per share (the “Class A ordinary shares”), of Waldencast plc, a public limited company under the laws of Jersey (the “Issuer”) (as so amended, the “Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.

 

This Amendment No. 3 is being filed to include Cristiano Souza, the controlling shareholder of Zeno Equity Partners LLP (“Zeno Partners”), as a Reporting Person on this Schedule 13D.  As previously disclosed, On November 30, 2023, Zeno Investment Master Fund (“Zeno Fund”), formerly known as Dynamo Master Fund, became managed by Zeno Partners  instead of Dynamo Internacional Gestão de Recursos Ltda. (“Dynamo Internacional”). Therefore, Dynamo Internacional and Dynamo Global Master Fundo de Investimento em Ações – Investimento no Exterior (“Dynamo Global”) were no longer members of the same group as Zeno Fund as of such date and ceased to be Reporting Persons immediately upon the filing of Amendment No. 2 to the Schedule 13D on December 1, 2023. As the controlling shareholder of Zeno Partners, Mr. Souza may be deemed to beneficially own the Issuer securities beneficially owned by Zeno Fund and Zeno Partners. Mr. Souza disclaims ownership of the Class A ordinary shares beneficially owned by the other Reporting Persons, except to the extent he has a pecuniary interest therein.

 

The principal executive office of the Issuer is 10 Bank Street, Suite 560, White Plains, New York 10606. Except as specifically provided herein, this Amendment No. 3 does not modify or amend any of the information previously reported in the Schedule 13D.

 

 

Item 2 is hereby amended and restated as follows:

 

 

 

 

Attached as Exhibit G hereto and incorporated herein by reference is a list containing the (i) name, (ii) residence or business address, (iii) present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, and (iv) citizenship, in each case of each director of Zeno Fund and each executive officer of Zeno Partners.

 

 

 

Nothing in this Schedule 13D shall be construed as an admission that any transaction described herein took place in the United States or that Section 13(d) of the Exchange Act applies extraterritorially to the Reporting Persons.

 

 

Item 4 is hereby amended to add the following:

 

Mr. Souza serves as a member of the board of directors of the Issuer. In such capacity, Mr. Souza and the Reporting Persons may have influence over the corporate activities of the Issuer, including activities which may relate to items described in Item 4 of this Schedule 13D.

 

Other than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in this Item 4.

 

 

Item 5 is hereby amended and restated as follows:

The information set forth in Items 2 and 3 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

 

(a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

 

(c) Except as set forth herein, there have been no transactions in Class A ordinary shares effected by the Reporting Persons during the past 60 days.

 

(d) To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by the Reporting Persons.

 

(e) Not applicable.

  

 

Item 6 is hereby amended to add the following:

 

On February 9, 2024, the Reporting Persons entered into a certain Joint Filing Agreement. A copy of the Joint Filing Agreement is attached as Exhibit I hereto and incorporated herein by reference.

 

 

Item 7 is hereby amended to add the following:

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.

 

February 9, 2024