SKADDEN, ARPS, SLATE, MEAGHER & FLOM
LLP
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DIRECT DIAL
(212) 735-2297
DIRECT FAX
(917) 777-2297
EMAIL ADDRESS
Maxim.MayerCesiano@Skadden.Com
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ONE MANHATTAN WEST
NEW YORK, NY 10001
TEL: (212) 735-3000
FAX: (212) 735-2000
WWW.SKADDEN.COM
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| June 16, 2022 |
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Via EDGAR
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Securities and Exchange Commission
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Division of Corporation Finance
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100 F Street, N.E.
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| Washington, D.C. 20549 |
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Attn:
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Jane Park
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Dorrie Yale
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Jenn Do |
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Lynn Dicker
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Division of Corporation Finance
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Office of Life Sciences
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Re:
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Waldencast Acquisition Corp.
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Amendment No. 4 to Registration Statement on Form F-4
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Filed May 13, 2022
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File No. 333-262692
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Ladies and Gentlemen:
On behalf of our client, Waldencast Acquisition Corp. (the “Company”), we submit this
letter setting forth the responses of the Company to the comment provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated May 24, 2022 (the “Comment Letter”) with respect to amendment no. 4 to the registration statement on Form F-4 filed
with the Commission by the Company on May 13, 2022.
Concurrently with the filing of this letter, the Company is publicly filing, via the EDGAR system of the Commission, Amendment No. 5 to the
Registration Statement on Form F-4 (the “Amended Registration Statement”) in response to the Staff’s comment. The Amended Registration Statement also includes other changes that are
intended to update, clarify and render more complete the information contained therein.
June 16, 2022
Page 2
Page 2
For your convenience, we have set forth the Staff’s comment from the Comment Letter in bold and italics below and provided our response below the
comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement.
Amendment No. 4 to Registration Statement on Form F-4 Filed May 13, 2022
Exhibits
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1.
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We acknowledge your response to our prior comment 4. We note that there remain certain assumptions in U.S. counsel’s
opinion that are not appropriate unless sufficiently covered by a foreign counsel’s opinion, such as the assumptions set forth in paragraphs (d)(ii), (d)(iii), (e), (f), (g)(I) and (III), and (h). In addition, an opinion of counsel should
opine on the legality of the ordinary shares underlying the Waldencast plc Warrants. Refer to Staff Legal Bulletin No. 19. Please have your counsel file revised executed opinion(s) as applicable.
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Response: In response to the Staff’s comment, the Company has included a revised version of Exhibit 5.1, and Exhibit 5.3 to the Amended
Registration Statement to cover the assumptions set forth in paragraphs (d)(ii), (d)(iii), (e), (f), (g)(I) and (III), and (h) of its U.S. counsel’s opinion and to opine on the legality of the ordinary shares underlying the Waldencast plc warrants.
* * * *
June 16, 2022
Page 3
We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please direct any
questions or comments regarding the foregoing to me at (212) 735-2297.
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Very truly yours,
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| /s/ Maxim O. Mayer-Cesiano | |
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Maxim O. Mayer-Cesiano
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cc:
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Michel Brousset
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Waldencast Acquisition Corp.
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cc:
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Gregg A. Noel
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Skadden, Arps, Slate, Meagher & Flom LLP
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cc:
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Paul T. Schnell
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Skadden, Arps, Slate, Meagher & Flom LLP
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cc:
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Michael J. Schwartz
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Skadden, Arps, Slate, Meagher & Flom LLP
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cc:
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R. Scott Shean
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Latham & Watkins LLP
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cc:
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B. Shayne Kennedy
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Latham & Watkins LLP
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cc:
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Andrew Clark
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Latham & Watkins LLP
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cc:
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Phillip S. Stoup
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Latham & Watkins LLP
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cc:
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Daniel J. Espinoza
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Goodwin Procter LLP
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cc:
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W. Stuart Ogg
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Goodwin Procter LLP
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