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United States securities and exchange commission logo
May 11, 2022
Michael Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re: Waldencast
Acquisition Corp.
Amendment No. 3 to
Registration Statement on Form F-4
Filed April 27,
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 April
4, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-4 filed April 27,
2022
Questions and Answers for Shareholders of Waldencast
Q: What equity stake will current Waldencast shareholders, Obagi
Shareholders and Milk
Members hold in Waldencast plc . . ., page xxvi
1. We acknowledge your
response and revised disclosures to prior comment 4. Please also
add disclosure as
appropriate, including in a risk factor, to explain the combined aggregate
post-transaction
ownership of the Sponsor and its affiliates, including holdings through
Beauty FPA Investor.
Michael Brousset
FirstName
WaldencastLastNameMichael
Acquisition Corp.Brousset
Comapany
May NameWaldencast Acquisition Corp.
11, 2022
May 11,
Page 2 2022 Page 2
FirstName LastName
Summary of the Proxy Statement/Prospectus
Obagi, page 2
2. We acknowledge your revised disclosures and response to prior comment
2, which now
focuses on Obagi and its beliefs. Please further revise the disclosure
to (1) state that you
have also not received any communications from the FDA or similar
regulatory
authorities, as you indicate in your response letter, (2) explain that
if the FDA chooses to
pursue an enforcement action, it may choose to pursue one against you
in addition to
Obagi, and (3) explain that if the FDA pursues enforcement, you may be
required to
remove your HQ products from the market until you obtain FDA approval.
Please also
revise the fourth sentence in this paragraph to clearly explain that
although prescription-
strength drug products require FDA approval, you have not sought nor
obtained FDA
premarket approval or foreign regulatory authorities authorization
for any of your
products, as you make clear on page 49.
World Class Research and Development (R&D), page 287
3. We note your disclosure on page 287 that Obagi has conducted safety
tests in addition
to more than thirty studies with leading academic institutions for its
Nu-Derm System,
Obagi-C Rx System and CLENZIderm System. We also refer to your
disclosure on pages
51 and 284 that the FDA has previously cited evidence that HQ may be
related to a skin
condition called ochronosis after use of concentrations as low as 1 to
2 percent and
recently describing serious side effects associated with using skin
products containing 2%
HQ such as skin rashes, facial swelling and skin discoloration. Please
expand your
disclosure to discuss serious adverse side effects that were observed
in the various safety
tests and studies using concentrations of 4% HQ in any of Obagi's
products, if any.
Exhibits
4. It is inappropriate for counsel to limit its opinion to certain
documents. Accordingly,
please ask Jersey counsel to revise the language in Section 1 to
clarify that counsel has
examined all documents that it has deemed necessary to render its
opinion. It is
inappropriate to include assumptions that are too broad or assume
material facts
underlying the opinion. The assumptions set forth in paragraphs 2.2,
2.3, 2.4 and 2.8 of
your Jersey counsel s form of opinion filed as Exhibit 5.1 appear to
assume material facts
underlying the opinion. Please also ensure that the various
assumptions in your U.S.
counsel's opinion relating to matters such as good standing or due
authorization or the lack
of requisite approvals are appropriately covered by Jersey counsel, or
revise. Please have
your counsels file revised versions of the opinions.
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.
Michael Brousset
Waldencast Acquisition Corp.
May 11, 2022
Page 3
Sincerely,
FirstName LastNameMichael Brousset
Division of Corporation Finance
Comapany NameWaldencast Acquisition Corp.
Office of Life Sciences
May 11, 2022 Page 3
cc: Max Mayer-Cesiano, Esq.
FirstName LastName