Skadden, Arps, Slate, Meagher & Flom llp

525 University Avenue

DIRECT DIAL (650) 470-4540      DIRECT FAX (213) 621-5234      EMAIL ADDRESS Gregg.Noel@SKADDEN.COM

Palo Alto, California 94301 ________   TEL: (650) 470-4500 FAX: (650) 470-4570 www.skadden.com

FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO

 

March 11, 2021

 

VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549

 

RE: Waldencast Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-1 Filed March 1, 2021

Amendment No. 2 to Registration Statement on Form S-1 Filed March 8, 2021

File No. 333-253370

 

Ladies and Gentlemen:

 

This letter sets forth the response of Waldencast Acquisition Corp. (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated March 10, 2021, with respect to the above referenced amended Registration Statements on Form S-1 (the “Registration Statement”).

 

The text of the Staff’s comments has been included in this letter for your convenience. For your convenience, we have also set forth the Company’s response to each of the comments immediately below each comment.

 

The Company has revised the Registration Statement in response to the Staff’s comments. The Company is concurrently filing an amendment to the Registration Statement with this letter.

 

 

U.S. Securities and Exchange Commission

March 11, 2021

Page 2

 

Amendment No. 1 to Registration Statement on Form S-1 Filed March 1, 2021

 

Management

Conflicts of Interest, page 108

 

Staff’s Comment: Here and elsewhere in your filing, as applicable, please include more detail regarding the performance fee allocation that members of your sponsor are entitled to receive upon certain benchmark returns, including, but not limited to, the specific benchmarks and how the fee will be calculated.

 

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement accordingly on the following pages: cover, 1, 16, 69-70, 81, 82, 119, 123, 125 and 140 to include more detail regarding the performance fee allocation that members of the sponsor are entitled to receive upon certain benchmark returns, including, but not limited to, the specific benchmarks and how the fee will be calculated.

 

Please contact me at (650) 470-4540 should you require further information.

 

	Very truly yours,
	/s/ Gregg Noel

 

Via E-mail:

 

cc:

Waldencast Acquisition Corp.

Michel Brousset

 

cc:

Skadden, Arps, Slate, Meagher & Flom LLP

Paul Schnell

Michael J. Schwartz