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United States securities and exchange commission logo
September 9, 2022
Michel Brousset
Chief Executive Officer
Waldencast plc
10 Bank Street, Suite 560
White Plains, New York 10606
Re: Waldencast plc
Registration
Statement on Form F-1
Filed August 24,
2022
File No. 333-267053
Dear Mr. Brousset:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form F-1
Cover Page
1. For each of the shares,
warrants and shares underlying warrants being registered for
resale, disclose the
price that the selling securityholders paid for such shares, warrants and
warrants overlying such
shares.
2. Although we note the
separate disclosure, revise the cover page to disclose the exercise
prices of the warrants
compared to the market price of the underlying ordinary shares. We
note the disclosure on
the cover page of the likelihood that warrant holders will not
exercise their warrants
because the warrants are out the money. Provide similar disclosure
in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose
that cash proceeds
associated with the exercises of the warrants are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
Michel Brousset
FirstName
WaldencastLastNameMichel Brousset
plc
Comapany 9,
September NameWaldencast
2022 plc
September
Page 2 9, 2022 Page 2
FirstName LastName
the ability of your company to fund your operations on a prospective
basis with your
current cash on hand.
3. We note the significant number of redemptions of your Class A ordinary
shares in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. We
also note that most of
the shares being registered for resale were purchased by the selling
securityholders for
prices considerably below the current market price of the Class A
ordinary shares.
Highlight the significant negative impact sales of shares on this
registration statement
could have on the public trading price of the Class A ordinary shares.
Risk Factors, page 9
4. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A ordinary shares. To illustrate this risk, disclose the
purchase price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even though the
current trading
price is below the SPAC IPO price, the private investors have an
incentive to sell because
they will still profit on sales because of the lower price that they
purchased their shares
than the public investors.
Overview, page 100
5. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
ordinary shares, expand your discussion of capital resources to
address any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
6. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that Cedarwalk Skincare, a beneficial owner of
32.66% of your
outstanding shares, will be able to sell all of its shares for so long
as the registration
statement of which this prospectus forms a part is available for use.
General
7. Revise your prospectus to disclose the price that each selling
securityholder paid for the
ordinary shares and warrants being registered for resale. Highlight
any differences in the
current trading price, the prices that the Sponsor, private placement
investors, PIPE
investors, investors in the Forward Purchase Agreements and other
selling
securityholders acquired their shares and warrants, and the price that
the public
Michel Brousset
Waldencast plc
September 9, 2022
Page 3
securityholders acquired their shares and warrants. Disclose that while
the
Sponsor, private placement investors, PIPE investors, investors in the
Forward Purchase
Agreements and other selling securityholders may experience a positive
rate of return
based on the current trading price, the public securityholders may not
experience a similar
rate of return on the securities they purchased due to differences in the
purchase prices and
the current trading price. Please also disclose the potential profit the
selling
securityholders will earn based on the current trading price. Lastly,
please include
appropriate risk factor disclosure.
8. Please revise to update your disclosures to reflect that the Business
Combination has
closed. For instance, and without limitation, please revise the summary
and risk factors to
address Waldencast plc, rather than the separate companies, as indicated
in the
introductions on pages 9 and 57. You can revise individual risk factors
to the extent they
only apply to a particular subsidiary.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Abby Adams at (202) 551-6902 or Joe McCann at (202)
551-6262 with
any questions.
Sincerely,
FirstName LastNameMichel Brousset
Division of
Corporation Finance
Comapany NameWaldencast plc
Office of Life
Sciences
September 9, 2022 Page 3
cc: Maxim Mayer-Cesiano
FirstName LastName