SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Waldencast Long-Term Capital LLC (Last) (First) (Middle) C/O WALDENCAST ACQUISITION CORP. 10 BANK STREET, SUITE 560 (Street) NEW YORK NY 10606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/18/2021	3. Issuer Name and Ticker or Trading Symbol Waldencast Acquisition Corp. [ WALD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	8,545,000(1)	(1)	D(2)

1. Name and Address of Reporting Person* Waldencast Long-Term Capital LLC (Last) (First) (Middle) C/O WALDENCAST ACQUISITION CORP. 10 BANK STREET, SUITE 560 (Street) NEW YORK NY 10606 (City) (State) (Zip)

1. Name and Address of Reporting Person* Waldencast Ventures, LP (Last) (First) (Middle) C/O WALDENCAST ACQUISITION CORP. 10 BANK STREET, SUITE 560 (Street) WHITE PLAINS NY 10606 (City) (State) (Zip)

1. Name and Address of Reporting Person* Brousset Michel (Last) (First) (Middle) C/O WALDENCAST ACQUISITION CORP. 10 BANK STREET, SUITE 560 (Street) NEW YORK NY 10606 (City) (State) (Zip)

1. Name and Address of Reporting Person* Burwell Mountain Trust (Last) (First) (Middle) C/O WALDENCAST ACQUISITION CORP. 10 BANK STREET, SUITE 560 (Street) NEW YORK NY 10606 (City) (State) (Zip)

1. Name and Address of Reporting Person* Dutra Felipe (Last) (First) (Middle) C/O WALDENCAST ACQUISITION CORP. 10 BANK STREET, SUITE 560 (Street) NEW YORK NY 10606 (City) (State) (Zip)

1. Name and Address of Reporting Person* Dynamo Master Fund (Last) (First) (Middle) C/O WALDENCAST ACQUISITION CORP. 10 BANK STREET, SUITE 560 (Street) WHITE PLAINS NY 10606 (City) (State) (Zip)

1. Name and Address of Reporting Person* Dynamo Internacional Gestao de Recursos Ltda (Last) (First) (Middle) C/O WALDENCAST ACQUISITION CORP. 10 BANK STREET, SUITE 560 (Street) NEW YORK NY 10606 (City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-253370) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

2. Waldencast Long-Term Capital LLC (the "Sponsor") is the record holder of the securities reported herein. The Sponsor is directly controlled by Waldencast Ventures, LP, Burwell Mountain Trust, controlled by Michel Brousset and Felipe Dutra, respectively, and Dynamo Master Fund. Dynamo Internacional Gestao de Recursos Ltda., a Brazilian limited company, is the investment manager of Dynamo Master Fund. Each of Michel Brousset, Waldencast Ventures, LP, Felipe Dutra, Burwell Mountain Trust, Dynamo Master Fund and Dynamo Internacional Gestao de Recursos Ltda. may be deemed to beneficially own the issuer's shares held by the Sponsor by virtue of their direct and indirect ownership, respectively, over the Sponsor. Michel Brousset, Waldencast Ventures, LP, Felipe Dutra, Burwell Mountain Trust, Dynamo Master Fund and Dynamo Internacional Gestao de Recursos Ltda. disclaim any beneficial ownership of the Class B ordinary shares held by the Sponsor, except to the extent of their respective pecuniary interest therein, if any.

	Waldencast Long-Term Capital LLC By: /s/ Michel Brousset, as Chief Executive Officer	03/18/2021
	Waldencast Ventures, LP By: /s/ Michel Brousset, as Chief Executive Officer	03/18/2021
	Michel Brousset By: s/ Michel Brousset	03/18/2021
	Burwell Mountain Trust By: /s/ Rodrigo Ribeiro, as Manager	03/18/2021
	Felipe Dutra By: /s/ Felipe Dutra	03/18/2021
	Dynamo Master Fund By: /s/ Emerson Melo, as Director	03/18/2021
	Dynamo Internacional Gestao de Recursos Ltda. By: /s/ Emerson Melo, as Director	03/18/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.