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United States securities and exchange commission logo
April 4, 2022
Michael Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re: Waldencast
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form F-4
Filed March 7, 2022
Amendment No. 2 to
Registration Statement on Form F-4
Filed March 21,
2022
File No. 333-262692
Dear Mr. Brousset:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
6, 2022 letter.
Amendment No. 2 to F-4 filed March 21, 2022
Q: How does the Sponsor intend to vote their shares?, page xxxix
1. We note your disclosure
on pages xxxix, 21 and elsewhere in the registration
statement that the
Sponsor and its affiliates may purchase or enter into agreements to
purchase shares from
public shareholders, which could have the effect of increasing the
likelihood of
satisfying the requirements to approve the Business Combination. Please
confirm all such
purchases outside of the redemption offer will satisfy the conditions set
forth in Tender Offers
and Schedules C&DI 166.01.
Michael Brousset
FirstName
WaldencastLastNameMichael
Acquisition Corp.Brousset
Comapany
April NameWaldencast Acquisition Corp.
4, 2022
April 24, 2022 Page 2
Page
FirstName LastName
Summary of the Proxy Statement/Prospectus
Obagi, page 2
2. We acknowledge your revised disclosures in response to prior comments
3 and 13. Please
further revise your disclosures to state whether you or Obagi have
received any
communications, whether oral or written, from the FDA or other similar
regulatory
authorities regarding the continued marketing and sale of products
containing HQ or
arbutin or the Skintrinsiq device, or any related issues. Please also
revise to clarify
whether you are aware of any other device similar to the Skintrinsiq
device that pursued or
is pursuing FDA authorization.
3. We acknowledge your response to our prior comment 6 that Obagi offers
alternative
arbutin products in jurisdictions that prohibit the dispensing of
prescription products
without a pharmacy or license. You also disclose on page 275 that the
European
Commission has expressed concerns on the potential use of arbutin in
cosmetic products
and for which it completed a public consultation in April 2021. Please
expand your
disclosure as appropriate of the use of arbutin in cosmetic products,
including the risks
associated with this ingredient, any statements the FDA or European
Commission has
made regarding this ingredient, either publicly or to you or Obagi,
and clarify whether this
ingredient is permitted to be used in other countries such as those in
Asia-Pacific.
Risk Factors, page 38
4. We note your revised disclosures regarding the post-transaction
ownership percentage by
the Sponsor, including in certain scenarios assuming various levels of
redemption. Please
add disclosure as appropriate, including in a risk factor, regarding
any risks arising from
the significant ownership by the Sponsor following the transaction.
Information About Obagi, page 271
5. We note your revised disclosures in response to prior comment 14. Your
disclosure
continues to refer to Obagi products as "rooted in science" and
science-backed, or refers
to the products' efficacy in terms of having the ability to prevent or
improve various skin
conditions. For example, you state on page 273 that Obagi Medical
products' reputation
lies in the "robust clinical evidence" that you have developed, and
that your Obagi
Medical products use medical-grade formulations. However, you also
acknowledge that
the significant majority of your products are not approved by the FDA,
even when
required. We continue to have concerns regarding the many references
in your registration
statement to your products being supported by scientific studies,
medical-grade, or being
clinically proven, as these terms imply approval by the FDA or a
similar regulatory
authority. Please advise why it is appropriate to include references
to various clinical trials
in your registration statement when they are not the basis for
regulatory approval, and to
imply conclusions without discussing the underlying data. Please
substantially revise your
disclosures to remove any implications that your products have been
approved by a
regulatory authority.
Michael Brousset
FirstName
WaldencastLastNameMichael
Acquisition Corp.Brousset
Comapany
April NameWaldencast Acquisition Corp.
4, 2022
April 34, 2022 Page 3
Page
FirstName LastName
Intellectual Property, page 284
6. We acknowledge your revised disclosures in response to prior comment
16. We note your
response that you do not believe any patents due to expire within the
next five years will
have a material effect on your net revenue or overall business. Please
revise your
disclosures on page 276 to discuss this information.
Information About Milk, page 290
7. We note your revised disclosures in response to prior comment 17.
Please revise to state
the termination date or clarify the start date for the 36 months.
Sales and Distribution Strategy, page 294
8. We note your response to our prior comment 18. Please also disclose,
if true, that your
distribution agreements with Sephora do not contain any minimum
purchase requirements.
Exhibits
9. We acknowledge your response to our prior comment 22, which we reissue
in part. We
refer to the first and fourth rows of your fee table exhibit. Please
explain the inclusion for
two separate rows, which appear to be for Waldencast plc Class A
ordinary shares, and
revise to clarify the 43,320,867 "Ordinary shares", or advise.
10. We note your footnote to your Exhibit index stating that certain
portions of exhibits have
been omitted pursuant to Item 601(b)(10) of Regulation S-K. Please
revise to include a
prominent statement at the top of the first page of Exhibits 10.38 and
10.39 that certain
identified information has been excluded because it is both not
material and the type of
information that the registrant treats as private or confidential.
Refer to Item
601(b)(10)(iv) of Regulation S-K.
11. We acknowledge your revised disclosures in response to prior comment
12. We note that
the tax opinion exhibit continues to refer to assumptions, exceptions,
limitations and
qualifications set forth in the Registration Statement, which
continues to have references
to assumptions that the domestication qualifies as a F reorganization.
Please revise to
clarify the qualifications in the Registration Statement upon which
the tax opinion relies.
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,
Division of
Corporation Finance
Office of Life
Sciences
Michael Brousset
Waldencast Acquisition Corp.
FirstName
April 4, 2022 LastNameMichael Brousset
Comapany
Page 4 NameWaldencast Acquisition Corp.
April 4, 2022 Page 4
cc: Max Mayer-Cesiano
FirstName LastName