Skadden, Arps, Slate, Meagher & Flom llp
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DIRECT DIAL
(212) 735-2297
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(917) 777-2297
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Maxim.MayerCesiano@Skadden.Com
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June 30, 2022
Page 2
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1. |
We note your revised disclosures relating to the Conditional Consent. In your reference to the revised maximum number of shares that may be redeemed without causing the Minimum
Cash Condition to the closing of the Business Combination to be unsatisfied, here and elsewhere as appropriate, please revise to clarify whether this amount could further change depending on the amount of the Inventory Cash Value.
Additionally, revise to provide investors with some context regarding the amount of the Inventory Cash Value.
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2. |
We acknowledge your revisions in response to prior comment 1. As previously noted in our comment 4 in our letter dated May 11, 2022, it is inappropriate for counsel to limit
its opinion to certain documents. Accordingly, please ensure that foreign counsel revises the language in Section 1 of its opinion in Exhibit 5.3 to clarify that counsel has examined all documents that it has deemed necessary to render its
opinion. In addition, please have counsel revise the reference in the last sentence of Exhibit 5.3 to the purchasers of Units, or advise.
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3. |
We note that J.P. Morgan and Credit Suisse were underwriters for the initial public offering of the SPAC and that J.P. Morgan is also acting as exclusive financial advisor and
lead capital markets advisor to Waldencast in connection with the business combination transactions. We also note that Lazard Freres & Co. LLC acted as financial advisor to Obagi and Alliance Consumer Growth acted as financial advisor to
Milk, and that there have been press reports of certain financial advisors ending their involvement in SPAC business combination transactions. Please tell us, with a view to disclosure, whether either you, Obagi, or Milk have received notice
from any of these institutions about ceasing their involvement in your transaction in any way and how that may impact your deal or any deferred compensation owned to any of these institutions for the SPAC's initial public offering or the
business combination transactions.
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June 30, 2022
Page 3
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Very truly yours,
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/s/ Maxim O. Mayer-Cesiano | ||
Maxim O. Mayer-Cesiano
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