WALDENCAST ACQUISITION CORP.
10 Bank Street, Suite 560
White Plains, NY 10606
July 1, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Attn:
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Lynn Dicker
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Jenn Do
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Jane Park
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Dorrie Yale
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Division of Corporation Finance
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Office of Life Sciences
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RE:
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Waldencast Acquisition Corp. (the “Company”)
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Registration Statement on Form F-4
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File No. 333-262692
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Ladies and Gentlemen:
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of
the Company’s Registration Statement on Form F-4 (File No. 333-262692) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Washington D.C. time on July 6, 2022, or as soon as practicable thereafter.
We request that we be notified of such effectiveness by a telephone call to Maxim Mayer-Cesiano of Skadden, Arps, Slate, Meagher & Flom
LLP at (212) 735-2297 and that such effectiveness also be confirmed in writing.
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Very truly yours,
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Waldencast Acquisition Corp.
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By:
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/s/ Michel Brousset
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Name:
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Michel Brousset
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Title:
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Chief Executive Officer
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cc:
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Maxim O. Mayer-Cesiano
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Skadden, Arps, Slate, Meagher & Flom LLP
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