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
(Exact name of registrant as specified in its charter)
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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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(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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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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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 | |
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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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Exhibit 1.1
ASSIGNMENT, ASSUMPTION & JOINDER
TO
FORWARD PURCHASE AGREEMENT
December 20, 2021
This Assignment, Assumption & Joinder Agreement (this “Agreement”)
is made as of the date written above by Waldencast Long-Term Capital LLC (“Assignor”) and Burwell Mountain Trust (“Assignee”). Reference is made to that certain forward purchase agreement (the “Forward Purchase Agreement”),
dated as of February 22, 2021, by and among Waldencast Acquisition Corp. (the “Company”), Dynamo Master Fund and Assignor. Capitalized terms used, but not
defined, herein shall have the meaning ascribed to such terms in the Forward Purchase Agreement.
1. Each of Assignee and
Assignor, by their execution and delivery of this Agreement, agrees to the assignment to and assumption by Assignee of all of Assignor’s rights and benefits as a “Purchaser” or equivalent term under the Forward Purchase Agreement and any other
related documents as they apply to a “Purchaser” or equivalent term, including, for the avoidance of doubt, the right to purchase from the Company at the FPS Closing the Forward Purchase Securities initially subscribed for by Assignor.
2. Assignee hereby
acknowledges, agrees and confirms that, by its execution of this Agreement, Assignee shall be bound by all of the terms, obligations, provisions and conditions contained in the Forward Purchase Agreement as they apply to a “Purchaser” thereunder
and as if an original signatory thereto in such capacity.
3. Assignee hereby
acknowledges, agrees and confirms that, by its execution of this Agreement, Assignee makes all of the representation and warranties of a Purchaser set forth in the Forward Purchase Agreement as of the date hereof.
4. Assignor hereby
acknowledges, agrees and confirms that, in accordance with Section 8(f) of the Forward Purchase Agreement, nothing in this Agreement shall limit the obligations of Assignor under the Forward Purchase Agreement, or the rights of any party thereto,
to the extent that Assignee fails to comply with its obligations under the Forward Purchase Agreement.
5. This Agreement shall be
governed by the governing law applicable to the Forward Purchase Agreement.
6. This Agreement may be
executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date written above.
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ASSIGNOR:
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WALDENCAST LONG-TERM CAPITAL LLC
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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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CEO |
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ASSIGNEE:
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BURWELL MOUNTAIN TRUST
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By:
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/s/ Rodrigo Vidal |
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Name:
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Rodrigo Vidal |
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Title:
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Manager |
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