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United States securities and exchange commission logo
January 25, 2022
Michael Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re: Waldencast
Acquisition Corp.
Draft Registration
Statement on Form F-4
Submitted December
27, 2021
CIK No.: 0001840199
Dear Mr. Brousset:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-4
Cover Page
1. Please revise the
prospectus cover page to disclose the expected ownership percentages in
the combined company of
Obagi stockholders, Milk stockholders, PIPE investors, the
Sponsor and related
parties, the investor directors, and Waldencast s stockholders, and to
the extent applicable,
disclose the total expected ownership of the Sponsor following the
transaction, inclusive
of any investments the Sponsor plans to make through the financing
transactions, such as
the PIPE investment. If the Sponsor is affiliated with the Third-Party
FPA Investor, please
also include such investor's investments in the aggregate, or explain.
2. Please revise to state
that an Obagi stockholder will have the discretion to designate one
director at its sole
discretion for so long as it owns 5% of your then-outstanding common
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stock, and state the stockholder's current ownership percentage.
Selected Definitions, page iii
3. Although we do not object to the inclusion of the glossary, please
revise to ensure that
each such term is defined at first use. As one example only, we note
that "Forward
Purchaser" is not defined at first use. In addition, please revise
this section and your
prospectus as appropriate to ensure that your disclosures are in plain
English and are clear
without frequent reliance on defined terms or reference to other
documents. As examples
only, it is unclear why Total Implied Obagi Cash Consideration
Amount is a defined
term when it is defined as $380,000,000, or why "Requisite Obagi
Stockholder" is a
defined term when it is defined as Cedarwalk, and we note that terms
such as "Obagi
China Distribution" and "PPE Investors" are only defined by reference
to agreements.
Questions and Answers for Shareholders of Waldencast, page xviii
4. Add a Q&A regarding the transaction structure, including diagrams to
help investors
understand the change in the company's structure and the change in
Obagi's structure due
to the carveout. Include a discussion that the organizational
structure will allow Milk
stockholders the ability to retain a direct equity ownership in
Waldencast LP, as you
indicate on pages 139 and 229, as compared to Waldencast and Obagi
stockholders.
Please also clarify this difference on the cover and in your risk
factor on pages 91 and
100.
Q: What proposals are shareholders of Waldencast being asked to vote upon?,
page xix
5. Revise to clarify that the proposal for the election of directors who
will be the directors of
the company after the business combination is a proposal that can only
be approved by the
holders of the Class B shares, and explain that the Sponsor holds such
shares.
Q: What will Obagi Shareholders and Milk Members receive in return for
Waldencast's
acquisition . . .?, page xx
6. Rather than repeating the formulas for calculating the amount of
consideration to be
received by Obagi and Milk stockholders, revise your disclosures to
help investors better
understand the proposed transactions, such as explaining the
approximate cash and stock
that the Obagi and Milk stockholders will receive. You can provide
different scenarios
based upon differing redemption totals and different assumptions.
Q: What equity stake will current Waldencast shareholders, Obagi Shareholders
and Milk
Members hold . . .?, page xxi
7. We note that footnote 1 to the first table states the assumption that
a maximum
of 21,834,638 Class A ordinary shares are redeemed. However, you also
state on page 177
that based on recent market trends, "there will likely be significant
redemptions in excess
of the maximum redemptions scenario," which may, in turn, require that
Obagi, Milk and
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Waldencast waive the Minimum Cash Conditions in order for the business
combination to
be consummated. We also note your disclosure on page 79 that even if
such conditions are
waived by Obagi and Milk, if there are significant redemptions, you
will likely need to
obtain additional financing to fund your planned operations, which
would further dilute
stockholders. Please expand your graphic disclosures to also
illustrate this scenario, and
also to show at least one interim redemption scenario in between those
you currently
present. Additionally, show the potential impact of redemptions of the
per share value of
the shares owned by non-redeeming shareholders.
Q: Do I have redemption rights?, page xxvii
8. Clarify, if true, that holders of your public warrants and holders of
warrants through your
units cannot exercise redemption rights with respect to the warrants.
Quantify the value of
warrants, based on recent trading prices, that may be retained by
redeeming stockholders
assuming maximum redemptions and identify any material resulting
risks.
Summary of the Proxy Statement/Prospectus, page 1
9. Please include a discussion here and elsewhere as appropriate
regarding the inclusion in
certain of your products, including your Nu-Derm Clear, Blender and
Sunfader products,
of hydroquinone at 4% concentration, and that the FDA has cited safety
concerns for this
ingredient at lower concentrations of 1% and 2%. Clearly explain the
risks associated
with this ingredient, including the significance of the recent CARES
Act legislation, that
this ingredient is prohibited from being marketed in the U.S. as an
OTC drug without
FDA approval, any statements the FDA has made regarding this
ingredient (at any level of
concentration), and clarify whether this ingredient is permitted to be
used in other
countries such as those in Europe and the Asia-Pacific. Also specify
the amount of
revenue and net income Nu-Derm products represent.
10. Revise your discussion of the board's reasons for the business
combination starting on
page 7 by removing some of the detailed discussion that is more
appropriate for elsewhere
in the prospectus, and balance your discussion by adding a summary of
the factors and
risks that the board identified and considered in an equally prominent
and detailed
manner. Please also revise the risk factor summaries section on pages
23-24
to also include a summary of the risks related to Waldencast and
Waldencast plc, and add
a bullet to disclose the ongoing litigation against the Milk founders.
Interests of Waldencast's Directors and Executive Officers in the Business
Combination, page 16
11. Please revise here and elsewhere as appropriate, to clearly discuss
the connection between
the Third-Party Forward Purchaser and the Sponsor. Based on your
disclosures on page F-
17, it appears that the Sponsor is the managing member of Beauty
Ventures. You also
reference on page 189 that the Sponsor or its affiliates will receive
performance fee
allocations pursuant to the Third Party Forward Purchase Agreement.
Please explain here
the significance of that arrangement.
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12. Quantify the aggregate amount of out-of-pocket expenses for which your
Sponsor,
officers, directors and their affiliates are entitled to be
reimbursed, including any working
capital loans.
13. We note your disclosure here and elsewhere throughout the prospectus
that the Sponsor
and certain directors agreed to waive their redemption rights. Please
describe any
consideration provided in exchange for this agreement. Please also
revise your disclosure
summarizing the background of the business combination to discuss the
negotiation of this
agreement.
14. Please add disclosure regarding the interests of the underwriters, as
it appears that the
deferred underwriting fees remain constant and are not adjusted based
on redemptions.
Also, in your disclosure showing your sensitivity analysis regarding
redemptions, revise to
disclose the effective underwriting fee on a percentage basis for
shares at each redemption
level presented in your sensitivity analysis related to dilution.
15. With reference to the last sentence in the third bullet on page 18
that your governing
documents waived the corporate opportunities doctrine, please explain
whether it
impacted your search for an acquisition target. Additionally, expand
your disclosure to
discuss Waldencast Ventures.
Sources and Uses of Funds for the Business Combination, page 20
16. You state that the table assumes no public shareholders exercise their
redemption rights,
but we also note your disclosures elsewhere, such as on pages 79 and
177, that indicate
you expect there to be significant redemptions that even exceed the
maximum
redemptions scenario you reference in certain sections of your
prospectus. Please expand
your disclosure to also disclose the uses in a way that reflects the
expected redemptions.
Also, to the extent correct, clarify that the $520 amount shown in the
table is the aggregate
of the cash to Obagi sellers and cash to Milk sellers. In addition,
explain how any cash to
the balance sheet is intended to be used in the operations of Obagi
and Milk following the
consummation of the proposed transactions.
17. Please clarify here and elsewhere as appropriate that the Sponsor may,
in its sole
discretion, reduce its purchase obligation under the forward purchase
agreement with
Beauty Ventures, as your disclosure seems to indicate on page F-17.
Selected Unaudited Pro Forma Condensed Combined Financial Information, page 28
18. Please reconcile the total equity of $1,382,204 assuming no
redemptions and $1,236,317
assuming maximum redemptions with the total equity in the unaudited
pro forma
condensed combined balance sheet on page 225.
The loss of a significant customer could materially and adversely affect . . .,
page 31
19. We note your disclosure here and on page 263 of one distributor in
Southeast Asia that
accounted for approximately 27.7% of your net sales and that Boxout
Health accounted
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for approximately 34.4% of your net sales in the nine months ended
September 30, 2021.
Please identify your distributor in Southeast Asia here and provide in
the Business section
a brief description of the material terms of your agreements with your
key distributors.
Please also file the agreements as an exhibit to the registration
statement as required by
Item 601(b)(10) of Regulation S-K or tell us why they are not
material.
Regulations could prohibit physicians from dispensing our prescription only
products . . ., page
41
20. You state that some states have taken action against physician
customers who sell your
prescription products over the Internet. Expand your disclosure here
to provide additional
context to investors regarding this risk, such as naming the states
that have taken this
action, whether other states will likely take similar actions, and the
consequences of any
such action (e.g., certain physicians have stopped selling your
product). Please also
quantify any effect thus far of such actions.
The cosmetics industry is highly competitive..., page 53
21. We note your disclosure on page 275 of Milk Makeup s key
competitors, such as Pat
McGrath, Ilia, Kosas, as well as larger companies, such as Unilever,
Revlon and L Or al
that own both legacy and previously independent younger brands. Please
also expand
your disclosure here to identify Milk s key competitors. Please also
revise, wherever
applicable, which of Milk s competitors are also clean beauty
brands, if any of Milk s
competitors also have key partnerships with Sephora and Cult Beauty,
and whether any
competitors have developed or are developing competitors to Milk s
lead products.
Risks Related to Milk's Business Operations
We rely on a number of third-party suppliers, distributors and other
vendors..., page 60
22. We refer to your disclosure that you use multiple third-party
suppliers in the U.S. and
overseas to source substantially all of your products. Please revise
to clarify in this
section whether such third-party suppliers are also responsible for
manufacturing Milk s
products or if Milk uses separate third-party contract manufacturers.
We refer to your
disclosure on page 235.
Risks Related to Milk's Business Operations
The loss of a significant reseller could materially and adversely affect our
business..., page 61
23. You state on page 61 that Sephora accounted for approximately 43% and
67% of
Milk's net sales during the years ended December 31, 2020 and 2019,
respectively.
However, we note from pages 301 and F-86 that the foregoing
percentages are 56% and
78%, respectively. Please revise your disclosures to be consistent
throughout your
document.
International sales and operations comprise an increasingly significant portion
of our business...,
page 68
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24. We note your disclosure on page 68 that you generate an increasing
share of your revenue
from international sales and maintain international operations. You
also disclose on page
276 that Milk has been "received favorably" in every market it has
entered. Please expand
your disclosure of the key international markets that account for your
international sales in
the most recent fiscal periods.
We and our manufacturers and suppliers license certain products and formulas
from third
parties..., page 77
25. We refer to your disclosure on page 77 that you have licensed certain
products and
formulas from third parties. Please expand your disclosure here and
elsewhere in this
prospectus as appropriate to identify the material licensors and
disclose the material terms
of each such license agreement, including but not limited to, the
nature and scope of
intellectual property transferred, each parties rights and
obligations, the duration of each
such agreement and royalty term, termination provisions, royalty
rates, aggregate future
potential milestone payments to be paid and the aggregate amounts paid
to date under
each agreement (including any up-front fees), as applicable. Please
also file the
agreements as exhibits to the registration statement or tell us why
they are not material.
Risks Related to Waldencast and Waldencast plc, page 79
26. Please revise to provide appropriate and more prominent disclosure of
the risks
about Waldencast being given a going concern determination by its
auditors.
Waldencast has identified material weaknesses in its internal control over
financial reporting... ,
page 97
27. We note that you state "[f]ollowing the issuance of the SEC Staff
Statement [regarding the
accounting and reporting considerations for warrants issued by
SPACs]...Waldencast
identified a material weakness in its internal control over financial
reporting related to the
accounting for the Waldencast Class A ordinary shares subject to
possible redemption."
We note, however, from the following risk factor on page 98 as well as
your Form 10-Q
for the period ended September 30, 2021 that the material weaknesses
consist of changes
in accounting for both warrants and Waldencast Class A ordinary shares
subject to
redemption. Please revise the risk factor on page 97 accordingly, as
it is not clear how the
Staff's Statement which discretely addresses warrants could impact
your evaluation of the
Class A ordinary shares. Ensure the disclosure on page F-24, which
references "comment
letters issued by the Securities & Exchange Commission ( SEC ) to
several special
purpose acquisition companies," is also consistent with your risk
factor disclosure.
Finally, please note that effectiveness of internal control over
financial reporting is not an
interim determination.
Background to the Business Combination, page 162
28. We note your disclosure on page 163 that Waldencast delivered letters
of intent to eight
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potential business combination targets, including Milk and Obagi.
Please expand your
disclosure of the six other potential business combination targets the
Waldencast Board
considered and discuss the Board s analysis in reaching its
conclusions not to pursue
potential business combination targets.
29. Please revise your disclosure on page 163 to clarify how Milk was
introduced to
Waldencast. We also note that the March 27 call with Mr Coolican
discussed a potential
transaction involving multiple brands. Clarify whether your
discussions with each of Milk
and Obagi ever contemplated a transaction by itself, and clarify
whether the board ever
contemplated a transaction combining either Milk or Obagi with another
third
party business.
30. Please revise your disclosures in this section to describe how the
Waldencast Board
arrived at a valuation of $858 million for Obagi and $382 million for
Milk. Please address
in your revisions the methodology employed in reaching the valuation
and the extent to
which the Board considered such analysis in reaching the valuation and
if material,
discuss the Board's analysis, its conclusions and underlying
assumptions. Additionally, we
note your disclosure that Waldencast sent initial draft letters of
intent to Obagi and Milk in
which it proposed the terms of a business combination. Please revise
to clarify how the
transaction structure and consideration amount and type evolved during
the negotiations,
including the proposals and counter-proposals made during the course
of negotiations with
respect to the material terms of the merger, including the changes to
the purchase price
mechanic and removal of a purchase price adjustment.
31. Please revise the section to more fully explain the decision to carve
out Obagi's businesses
located in China as part of the combination and the board's
consideration of such carveout,
including with respect to the amount of revenue it represents.
Regarding the August 21
meeting with the Dai family members referenced on page 165, revise to
disclose the
transaction terms that were agreed upon.
32. We note your references that the initial drafts of the Obagi merger
agreement and the Milk
purchase agreement did not contemplate an Up-C structure, and that the
Up-C transaction
structure was revised during the negotiations. Revise your disclosures
to clearly discuss
the evolution of the proposed transaction structure, including
negotiations regarding the
tax aspects of the structure.
33. Please revise your disclosure to discuss who selected the PIPE
investors and what
relationship the investors have with any of the transaction parties,
if any.
Waldencast's Board of Directors' Reasons for the Business Combination, page 173
34. Please disclose the selection criteria for each of the comparable
public companies shown
on page 179, how the criteria was chosen, and whether any companies
meeting the
selection criteria were excluded from the analysis. Disclose the
multiples for each
company in the analysis as well as the financial data used to derive
such multiples, and
explain how this analysis was applied to determine the valuation for
Waldencast.
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Unaudited Projected Financial Information, page 180
35. We note the Board considered the unaudited projected financial
information for Obagi,
Milk and Waldencast. Please expand your disclosure to discuss all
material assumptions
used to develop the projections. Address how the board determined the
reasonableness of
the projections; the extent to which alternative scenarios were
provided or considered and
the extent to which the probability of achieving such projections was
assessed. Regarding
alternative scenarios, we note, for example, that you mention on page
172 that the board
determined to use projections provided at the November 13 meeting
rather than the ones
discussed at the October 26 meeting. Please discuss why the board
determined to use the
November 13 projections and how the projections were different,
including the
assumptions used. Please also discuss the possible impact if the
projections are not
correct and clarify when all the projections were provided.
36. Please remove your statements starting on pages 180 and 182 cautioning
investors not to
rely on the prospective financial information, estimates and
assumptions, that the
information is inherently speculative, and that the Obagi Projections
and Milk Projections
are the responsibility of Obagi's management and Milk's management,
respectively, as it is
inappropriate to disclaim responsibility for disclosure appearing in
your prospectus.
U.S. Federal Income Tax Considerations, page 211
37. Please revise to clearly state the tax consequences to U.S. holders of
Waldencast Class A
ordinary shares and that the disclosure in this section is the opinion
of counsel. Remove
language stating that "generally" certain tax consequences will apply
or assuming certain
consequences (e.g., assuming that the Domestication qualifies as a
reorganization). We
note your disclosure on page 212 that the transaction is intended to
qualify as a
reorganization under Section 368(a)(1)(F) of the Code. Similarly
revise disclosures
regarding the tax consequences to U.S. holders of Waldencast Class A
ordinary shares
who exercise redemption rights and who hold shares at the time of the
business
combination. For further guidance see Staff Legal Bulletin No. 19
(October 14, 2011) and
Item 601(b)(8) of Regulation S-K.
Information about Obagi, page 258
38. Please clarify the meaning of scientific or technical terms the first
time they are used in
order to ensure lay readers will understand the disclosure. For
example, please briefly
explain what you mean by Fitzpatrick skin types and hyperpigmentation.
39. You disclose in the graphic on page 260 that roughly 25% of Obagi's
annual revenue is
generated from prescription solutions sold in a physician practice and
that the Obagi Nu-
Derm System and related products accounted for 28% of sales in the
nine months ended
September 30, 2021. Please expand your disclosure to identify other
leading products that
accounted for a significant portion of revenue, including Obagi's OTC
and direct-to-
consumer products. In addition, revise your graphic so that the
product descriptions are
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legible.
40. We refer to your disclosures in this section indicating that your
product is backed by
scientific studies, such as your statement that Obagi Medical is a
line of "scientifically-
backed, clinically proven systems and products," that Obaji Clinical
is developed for
customers focused on "product potency and efficacy" and that you
dispense products
through physicians. You state that you have conducted more than 30
clinical efficacy
studies with leading academic institutions and that your products are
subjected to
"rigorous safety and efficacy testing to demonstrate their powerful
results," but also
explain on page 267 that the majority of your products are cosmetics
that are not subject
to pre-market approval by the FDA, and state on page 39 that your
products containing
hydroquinone have not received approval from the FDA or other
regulatory authorities.
Please revise to specify which of your products have been approved by
the FDA or a
similar regulatory authority, if any, and clarify that the other
products are cosmetics or
other unapproved products and the significance of such designation.
For any products that
have not been approved by the FDA or a similar regulatory authority,
please remove all
such claims, or alternatively, explain why such claims can be
substantiated and revise to
provide such substantiation.
Skintrinsiq Device, page 261
41. We note your disclosure that your Skintrinsiq device was developed and
introduced in
July 2021 as a device to be used in physician s offices and medical
spas to extract
impurities from the skin. We also refer to your disclosure on page 31
that you face
competition from medical device companies offering products to
physicians that are used
to enhance the skin s appearance. Please revise to clarify whether
your Skintrinsiq is
regulated as a medical device and also substantiate your claim that
the device "delivers on
[your] promise to help attract new consumers to physician practices
and medical spas."
Sales & Marketing, page 262
42. We refer to your disclosure on page 263 that international markets
accounted for
approximately 57.1% of Obagi s net sales in the nine months ended
September 30, 2021
and that Obagi address international markets in over 60 countries
outside of the United
States. Please revise to identify the key countries that account for
your international
sales. We note your disclosure on page 288 that Asia Pacific accounted
for over 600%
increase in net revenue in the nine months ended September 30, 2021
compared to the
prior year.
Licensing, page 263
43. We note your disclosure on page 263 that Obagi has entered into a
license agreement with
Rohto with respect to Obagi-developed products in Japan. We also note
you disclose on
page 266 that you have entered into various license, distribution and
supply agreements
with third parties relating to proprietary technology of certain
products, including the
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SUZANOBAGIMD products, the Obaji Professional line of products, Nu-Cil
Eyelash
Enhancing Serum and the Skintrinsiq device. Please expand your
disclosure in this
section and elsewhere as appropriate, to identify the parties to each
agreement and
disclose the material terms of each agreement, including but not
limited to, the nature and
scope of intellectual property transferred, each parties rights and
obligations, the duration
of each such agreement and royalty term, termination provisions,
royalty rates or other
economic provisions, aggregate future potential milestone payments to
be paid and the
aggregate amounts paid to date under each agreement (including any
up-front fees), as
applicable, or tell us why they are not material. Please also file
each such agreement as an
exhibit to the registration statement. Please provide corresponding
disclosure or
explanation for Milk's master services agreement which covers a range
of fulfillment
services that you discuss on page 279.
Competition, page 265
44. We note your disclosure in the second bullet point under
Competitive Strengths on page
264 that Obagi only has one other competitor offers both prescription
strength and non-
prescription products. Please revise your disclosure here to identify
this competitor.
Intellectual Property, page 266
45. We refer to your disclosure that Obagi holds over 80 provisional and
issued patents
worldwide for the composition of many of its products. Please expand
your disclosure to
identify for each material patent and provisional patent application,
as applicable, the
scope and technology of each patent or patent application, the type of
patent protection,
jurisdiction and expiration dates. Consider adding tabular disclosure
in addition to the
narrative for ease of use.
Information about Milk, page 270
46. We refer to your disclosure on page 60 that you are dependent on sole
suppliers for certain
integral components. Please revise to describe the sources and
availability for these
components. Refer to Item 4.B.4 of Form 20-F.
Sales and Distribution Strategy, page 274
47. We note your disclosure on page 301 that Sephora accounted for up to
67% of revenue for
the nine months ended September 30, 2021. We also refer to your
disclosure on page 235
that Sephora, as one of Milk s key distributor, also accounted for
approximately 95% of
wholesale sales (page 235). Please clearly state whether Milk has
entered into any
distribution agreements or other types of firm commitment arrangements
with Sephora,
and if so, please expand your disclosure to provide a brief
description of the material
terms of such agreement and file the agreement as an exhibit to the
registration statement
as required by Item 601(b)(10) of Regulation S-K or tell us why it is
not material.
48. We refer to your disclosure on page 275 that Milk has established a
distribution
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relationship with other international resellers, such as Cult Beauty,
Selfridges, TMall
Global (through SuperOrdinary). To the extent material, please
disclose the percentage of
revenue that distributors and resellers other than Sephora account for
Milk s revenues.
Growth Opportunities, page 276
49. Please explain the parameters of the Sephora survey, including how
Sephora conducted
the survey, and the geographic location of the survey respondents.
Legal Proceedings, page 282
50. Please revise to disclose the lawsuit against the Milk founders you
reference on page 75 or
explain why such disclosure is not necessary.
Management of Waldencast plc following the Business Combination, page 309
51. Please revise your disclosures regarding the biographical information
of your directors
and officers to include only the information required by Forms F-4 and
20-F. Please also
disclose the specific experience, skills, qualifications and
attributes that led you to the
conclusion that Mr. Simon Dai should serve as one of your directors.
Refer to Item 6 of
Form 20-F. Add disclosure where applicable regarding the amount of
time that certain of
your officers may spend to provide services to Waldencast Ventures.
Beneficial Ownership of Securities, page 318
52. In your revised prospectus, please include in the footnotes to your
table on page 319 to
identify the natural persons who are the beneficial owners of the
shares held by
Waldencast Long-Term Capital LLC, SPX Equities Gestao de Recursos
Ltda, Verde
Servicios Internacionais S.A. and Sharp Capital Gestora de Recursos
Ltda.
Obagi Global Holdings Limited Financial Statements for the Nine Months ended
September 30,
2021 and 2020
Note 8. Debt, page F-71
53. You state on page F-72 that as of September 30, 2021, Obagi is in
compliance with
financial and non-financial debt and other contractual covenants
associated with the 2021
Credit Agreement. Given an aggregate $124.5 million outstanding and
the prior event of
default, please revise to disclose:
the financial covenants or ratios associated with the 2021 Credit
Agreement;
the required minimum/maximum amount or ratio for each covenant as
of the previous
four quarters, if applicable; and
your achieved minimum/maximum amount or ratio for each covenant
quantified on
the same basis as the requirement.
Milk Makeup LLC Financial Statements for the Nine Months ended September 30,
2021 and
2020
Note 8. Commitments & Contingencies, page F-107
Michael Brousset
Waldencast Acquisition Corp.
January 25, 2022
Page 12
54. We note the lawsuits mentioned in the risk factor on page 75. Please
revise here and on
page 95 to disclose any developments since the commencement of such
lawsuits and to
address the requirements of ASC 450-20-50.
General
55. For all statements throughout the prospectus regarding industry
leadership, please
substantiate your claims or remove such statements. We note, as examples
only, your
references to (i) Obagi as a market leader in the global
professional skincare market that
ranks first in U.S. providers perception and satisfaction on pages 7
and 174; (ii) Obagi
being ranked as "number one by U.S. dermatologists, plastic surgeons and
other medical
practitioners," on page 240, (iii) Obagi s highly-effective,
science-based products on
page 264; (iv) Obagi s patent portfolio that includes best-in-class
penetration
technology on page 261; (v) Milk as a leading clean "prestige" makeup
brand having a
"cult" following among Gen-Z consumers on page 2; (vi) Milk as a
market leader in the
global make-up market, particularly the clean make-up segment on page 175
and 240;
(vii) Milk's portfolio of "cult products" on page 175 and a brand that
has achieved strong
rank at a total brand and key product level on page 270; and (viii)
Milk s recognition of
10 PR Awards and Top 15 Earned Media Value Brand on page 276.
56. We note references to various agreements in your disclosures that are not
included as
exhibits in your registration statement. For example, you discuss a
Supply Agreement, and
and an Intellectual Property License Agreement in connection with the
Obagi China
Distribution. Please file such agreements as exhibits or explain why they
are not material.
Additionally, clarify the location of the Beauty Ventures forward
purchase agreement in
the exhibit index as your corresponding footnote is missing, and include
the Obagi credit
agreement as an exhibit or explain.
You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jane Park at 202-551-7439 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
FirstName LastNameMichael Brousset
Division of
Corporation Finance
Comapany NameWaldencast Acquisition Corp.
Office of Life
Sciences
January 25, 2022 Page 12
cc: Max Mayer-Cesiano
FirstName LastName