|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Waldencast plc (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Waldencast Long-Term Capital c/o Waldencast plc, 81 Fulham Road London, X0, SW3 6RD (917) 546-6828 Maxim Mayer-Cesiano, Esq. Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West New York, NY, 10001 (212) 735-2297 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/24/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Beauty Ventures LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row 13 of Class A ordinary shares, par value of $0.0001 per share ("Class A Shares") is based on 118,239,889 shares of Class A Shares outstanding as of February 27, 2026, as reported in the Current Report on Form 20-F filed by the Issuer on March 13, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Waldencast Long-Term Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row 13 of Class A Shares is based on 118,239,889 shares of Class A Shares outstanding as of February 27, 2026, as reported in the Current Report on Form 20-F filed by the Issuer on March 13, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Waldencast plc | |
| (c) | Address of Issuer's Principal Executive Offices:
81 Fulham Rd., London,
UNITED KINGDOM
, SW3 6RD. | |
Item 1 Comment:
Explanatory Note:
The following constitutes Amendment No. 2 ("Amendment No. 2") to the initial statement on Schedule 13D, filed with the Securities and Exchange Commission on August 8, 2022, as amended on January 30, 2025 (the "Schedule 13D") by the undersigned. This Amendment No. 2 is being filed for the purpose of disclosing the disposition by the Reporting Persons of an aggregate of (i) 9,309,200 Class A Shares and (ii) 3,103,067 Private Placement Warrants completed pursuant to a winding up and liquidation of Beauty Ventures LLC. Capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings given to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following language:
In connection with a winding up and liquidation of Beauty Ventures LLC, on June 24, 2026 the Reporting Persons effected the disposition of an aggregate of (i) 9,309,200 Class A Shares and (ii) 3,103,067 Private Placement Warrants to certain members of Beauty Ventures LLC in accordance with the LLC Agreement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(b) of the Schedule 13D are hereby amended and restated as follows:
(a) - (b) Calculations of the percentage of Class A Shares beneficially owned is based on 118,239,889 Class A Shares outstanding as of February 27, 2026, as reported in the Current Report on Form 20-F filed by the Issuer on March 13, 2026.
The aggregate number and percentage of the Class A Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 2 and are incorporated herein by reference.
As of the date hereof, Beauty Ventures LLC directly holds 0 Class A Shares and 0 Private Placement Warrants. | |
| (b) | See Item 5(a) above. | |
| (c) | Except as set forth in this Amendment No. 2, the Reporting Persons have not effected any transactions in the Class A Shares during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Issuer's securities beneficially owned by the Reporting Persons. | |
| (e) | 6/24/2026. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|