View:
United States securities and exchange commission logo
June 29, 2022
Michel Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re: Waldencast
Acquisition Corp.
Amendment No. 5 to
Registration Statement on Form F-4
Filed June 16, 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 May
24, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-4 filed June 16,
2022
Q: What will Obagi Shareholders and Milk Members receive in return for
Waldencast's
acquisition . . ., page xxiv
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.
Michel Brousset
FirstName
WaldencastLastNameMichel
Acquisition Corp.Brousset
Comapany
June NameWaldencast Acquisition Corp.
29, 2022
June 29,
Page 2 2022 Page 2
FirstName LastName
Exhibits
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.
General
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 Fr res & 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.
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
cc: Max Mayer-Cesiano, Esq.