Основная статистика
CIK | 1840199 |
SEC Filings
SEC Filings (Chronological Order)
August 18, 2025 |
Waldencast Announces Strong Progress on Business Priorities for H1 2025 and Initiatives to Drive Transformation Obagi Medical delivers H1 2025 double-digit growth in its Core Strategic Channels. |
|
August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: August 2025 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 81 Fulham Road London, SW3 6RD United Kingdom (Address of principal executive offic |
|
July 23, 2025 |
projectconcord-stockpurc CONFIDENTIAL Execution Version STOCK PURCHASE AGREEMENT dated as of July 22, 2025 by and among NVQ INVESTORS HOLDING, LLC, CROMA-PHARMA GMBH, NOVAESTIQ CORP. |
|
July 23, 2025 |
projectconcord-registrat REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2025, is made and entered into by and among Waldencast plc, a public limited company incorporated under the laws of Jersey (the “Company”), Croma-Pharma GmbH, a company organized under the laws of Austria (“Croma”), NVQ Investors Holding, LLC, a Delaware limited liability company (“Holdco Seller” and, together with Croma, “Sellers”), and the members of Holdco Seller (“Holdco Members” and together with Sellers and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5. |
|
July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: July 2025 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 81 Fulham Road London, SW3 6RD United Kingdom (Address of principal executive office) |
|
July 23, 2025 |
Waldencast Acquires Novaestiq Corp. and U.S. Rights to Leading Injectable Hyaluronic Acid Gel Line, Saypha®, Under the Obagi Medical Brand Acquisition strengthens Obagi Medical’s product portfolio with proven, scientifically backed, injectable portfolio New products position Obagi Medical at the forefront of health, beauty and aesthetics convergence LONDON – July 23, 2025 - Waldencast plc (NASDAQ: |
|
May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: May 2025 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 81 Fulham Road London, SW3 6RD United Kingdom (Address of principal executive office) |
|
May 14, 2025 |
Q1 2025 Earnings Presentation 1 MICHEL BROUSSET MANUEL MANFREDI CO-FOUNDER & CEO CHIEF FINANCIAL OFFICER 2 DISCLAIMER Cautionary Statement Regarding Forward-Looking Statements All statements in this release that are not historical, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. |
|
May 13, 2025 |
Exhibit 99.1 Waldencast Reports Q1 2025 Financial Results Q1 Net Revenue of $65.4 million, (4.1)% decline from Q1 2024 76.4% Adjusted Gross Margin, an improvement of 10 basis points $4.4 million of Adjusted EBITDA May 13, 2025 – Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, today reported operating results for the three months end |
|
May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: May 2025 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 81 Fulham Road London, SW3 6RD United Kingdom (Address of principal executive office) |
|
March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
|
March 20, 2025 |
WALDENCAST PLC INSIDER TRADING POLICY Adopted on September 16, 2022 (As amended on October 29, 2024) Exhibit 11.1 WALDENCAST PLC INSIDER TRADING POLICY Adopted on September 16, 2022 (As amended on October 29, 2024) As a director, officer or employee of Waldencast plc or one of its subsidiaries (together, “we,” “us,” “Waldencast” or the “Company”), you will probably become aware of material information about our business or other companies that we do business with or are interested in acquiring (“ |
|
March 20, 2025 |
CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2024 (the “Report”) by Waldencast plc (the “Company”), the undersigned, as the Chief Financial Officer and Chief Operating Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of th |
|
March 20, 2025 |
Exhibit 4.18 Execution Version CREDIT AGREEMENT dated as of March 18, 2025 among WALDENCAST PLC, as Parent Guarantor, MILK MAKEUP LLC and OBAGI COSMECEUTICALS LLC, as Borrowers, The Lenders Party Hereto TCW ASSET MANAGEMENT COMPANY LLC, as Administrative Agent and TCW ASSET MANAGEMENT COMPANY LLC, as Sole Bookrunner and Lead Arranger FOR U.S. FEDERAL INCOME TAX PURPOSES, THE LOANS UNDER THIS AGREE |
|
March 20, 2025 |
CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2024 (the “Report”) by Waldencast plc (the “Company”), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
March 20, 2025 |
Exhibit 1.2 WALDENCAST PARTNERS LP AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT Dated as of July 27, 2022 THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWIS |
|
March 20, 2025 |
WALDENCAST PLC CODE OF ETHICS AND BUSINESS CONDUCT (Amended as of March 12, 2025) Exhibit 11.2 WALDENCAST PLC CODE OF ETHICS AND BUSINESS CONDUCT (Amended as of March 12, 2025) 1.Introduction Waldencast plc and its subsidiaries (together, “we,” “us,” “Waldencast” or the “Company”) are committed to conducting all business affairs in an honest, fair, ethical and legal manner. As a representative of Waldencast you are expected to conduct yourself in a similar manner. This Code of |
|
March 20, 2025 |
Exhibit 12.2 Certification I, Manuel Manfredi, certify that: 1.I have reviewed this annual report on Form 20–F of Waldencast plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
March 20, 2025 |
Exhibit 12.1 Certification I, Michel Brousset, certify that: 1.I have reviewed this annual report on Form 20–F of Waldencast plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
March 20, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-280502 on Form F-3 and Registration Statement No. 333-268108 on Form S-8 of our report dated March 20, 2025, relating to the financial statements of Waldencast plc appearing in this Annual Report on Form 20-F for the year ended December 31, 2024. /s/ |
|
March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: March 2025 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 81 Fulham Road London, SW3 6RD United Kingdom (Address of principal executive office |
|
March 19, 2025 |
waldfy2024earningspresen FY 2024 Earnings Presentation 1 MICHEL BROUSSET MANUEL MANFREDI CO-FOUNDER & CEO CHIEF FINANCIAL OFFICER 2 DISCLAIMER Cautionary Statement Regarding Forward-Looking Statements All statements in this release that are not historical, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. |
|
March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: March 2025 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 81 Fulham Road London, SW3 6RD United Kingdom (Address of principal executive office |
|
March 18, 2025 |
Exhibit 99.1 Waldencast Reports Q4 2024 and Fiscal Year 2024 Financial Results Q4 Net Revenue of $72.1 million, 29.4% Comparable Net Revenue Growth and $11.2 million of Adjusted EBITDA, doubling from Q4 2023 FY 2024 Net Revenue of $273.9 million, 27.5% Comparable Net Revenue Growth and $40.3 million of Adjusted EBITDA Obagi Medical is the fastest growing professional skincare brand1 in the US in 2 |
|
November 21, 2024 |
waldq3earningspresentati Q3 2024 Earnings Presentation 1 MICHEL BROUSSET MANUEL MANFREDI CO-FOUNDER & CEO CHIEF FINANCIAL OFFICER 2 DISCLAIMER Cautionary Statement Regarding Forward-Looking Statements All statements in this release that are not historical, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. |
|
November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: November 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 81 Fulham Road London, SW3 6RD United Kingdom (Address of principal executive off |
|
November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d |
|
November 20, 2024 |
6-K 1 a2wald6-kearningsreleasex.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: November 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 81 Fulham Road London, SW3 6RD United Kin |
|
November 20, 2024 |
Exhibit 12.1 Certification I, Michel Brousset, certify that: 1.I have reviewed this annual report on Form 20–F of Waldencast plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
November 20, 2024 |
Exhibit 99.1 Waldencast Reports Q3 2024 Financial Results $70.2 million of Net Revenue Q3 2024 +34.6% Comparable Net Revenue Growth Both brands accelerating from Q2 2024 +45.5% Obagi Medical and +23.5% Milk Makeup vs Q3 2023 Adjusted EBITDA of $11.4 million, up +134.0% vs Q3 2023 November 20, 2024, London, United Kingdom – Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global mul |
|
November 20, 2024 |
Exhibit 12.2 Certification I, Manuel Manfredi, certify that: 1.I have reviewed this annual report on Form 20–F of Waldencast plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
November 13, 2024 |
Waldencast plc Announces Third Quarter Fiscal 2024 Results Conference Call and Webcast Waldencast plc Announces Third Quarter Fiscal 2024 Results Conference Call and Webcast November 13, 2024 – London, United Kingdom – Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform provided the details for its Third Quarter Fiscal 2024 conference call and webcast. |
|
November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: November 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 81 Fulham Road London, SW3 6RD United Kingdom (Address of principal executive off |
|
October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: October 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) Current Address: 81 Fulham Road London, SW3 6RD United Kingdom Former Address: 10 |
|
October 30, 2024 |
Exhibit I Articles of Association Waldencast plc THE COMPANIES (JERSEY) LAW 1991 PUBLIC PAR VALUE COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF WALDENCAST PLC (AS AMENDED BY SPECIAL RESOLUTIONS PASSED on 28 OCTOBER 2024) THE COMPANIES (JERSEY) LAW 1991 PUBLIC PAR VALUE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF WALDENCAST PLC 1The name of the Company is Waldencast plc. |
|
October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: October 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exec |
|
October 7, 2024 |
Waldencast plc Announces Board Appointments and Annual General Meeting Waldencast plc Announces Board Appointments and Annual General Meeting Board Appointments October 7, 2024 – New York - Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, announced today that Hind Sebti, Kelly Brookie and Roberto Thompson have been appointed to its board of Directors (the “Board”), effective September 26, 2024. |
|
August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: August 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execu |
|
August 28, 2024 |
waldq22024earningspresen Q2 2024 Earnings Presentation 1 MICHEL BROUSSET MANUEL MANFREDI CO-FOUNDER & CEO CHIEF FINANCIAL OFFICER 2 DISCLAIMER Cautionary Statement Regarding Forward-Looking Statements All statements in this presentation that are not historical, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. |
|
August 27, 2024 |
Exhibit 99.1 Waldencast Reports Q2 2024 Financial Results $63.3 million of Net Revenue Q2 2024 +25.7% net revenue Comparable Growth: +30.9% Obagi Medical and +20.0% Milk Makeup vs Q2 2023 Adjusted EBITDA of $6.3 million, up +64.5% vs Q2 2023 August 27, 2024 – New York – Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, today reported |
|
August 27, 2024 |
TABLE OF CONTENTS WALDENCAST'S OPERATING AND FINANCIAL REVIEW AND PROSPECTS 2 FINANCIAL INFORMATION F-14 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS F-15 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS F-16 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY F-17 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS F-18 NOTES TO UNAUDITED C |
|
August 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: August 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execu |
|
August 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: August 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execu |
|
August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: August 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execu |
|
August 21, 2024 |
Exhibit 99.1 Waldencast plc Provides Second Quarter and First Half Fiscal 2024 Earnings Conference Call and Webcast Information August 21, 2024 – NEW YORK, NY – – Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform, provided second quarter and first half fiscal 2024 earnings conference call and webcast information. As previously announced, the Company w |
|
July 8, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267053 PROSPECTUS Waldencast plc Up to 29,533,282 Class A Ordinary Shares (for issuance) Up to 131,442,733 Class A Ordinary Shares (for resale) Up to 17,869,732 Warrants to Purchase Class A Ordinary Shares (for resale) This prospectus relates to the issuance by us of up to 29,533,282 Class A ordinary shares, par value $0.0001 (“Class A ordinary |
|
July 3, 2024 |
WALDENCAST PLC 10 Bank Street, Suite 560 White Plains, NY 10606 (917) 546-6828 WALDENCAST PLC 10 Bank Street, Suite 560 White Plains, NY 10606 (917) 546-6828 July 3, 2024 VIA EDGAR U. |
|
June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: June 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal executi |
|
June 27, 2024 |
Waldencast plc Announces Upcoming Earnings Release and Conference Call Dates Exhibit 99.1 Waldencast plc Announces Upcoming Earnings Release and Conference Call Dates June 27, 2024 – White Plains, New York – Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform, announced upcoming earnings release, conference call and webcast dates. On Tuesday, August 27, 2024, after the U.S. stock market closes, the Company plans to issue a press |
|
June 26, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables FORM F-3 (Form Type) Waldencast plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Primary Offering: Class A ordinary shares, par value $0. |
|
June 26, 2024 |
As filed with the Securities and Exchange Commission on June 26, 2024. As filed with the Securities and Exchange Commission on June 26, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Waldencast plc (Exact name of registrant as specified in its charter) Not Applicable (Translation of registrant’s name into English) Jersey Not Applicable (Stat |
|
May 21, 2024 |
Strictly confidential. Property of Waldencast.Q1 2024 Earnings Presentation 1 Strictly confidential. Property of Waldencast. Michel Brousset Founder and CEO Manuel Manfredi Chief Financial Officer 2 Strictly confidential. Property of Waldencast. Disclaimer Cautionary Statement Regarding Forward-Looking Statements All statements in this presentation that are not historical, are forward-looking stat |
|
May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: May 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal executiv |
|
May 21, 2024 |
Exhibit 99.1 Waldencast Reports Q1 2024 Financial Results $68.3 million of Net Revenue +21.0% Comparable Net Revenue: +20.6% Obagi Skincare and +21.5% Milk Makeup Adjusted EBITDA of $11.4 million, up +12.9% vs Q1 2023 May 21, 2024 – White Plains, New York – Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, today reported operating res |
|
May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: May 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal executiv |
|
May 13, 2024 |
Exhibit 99.1 Waldencast plc Announces First Quarter Fiscal 2024 Earnings Release Date, Conference Call and Webcast May 13, 2024 – NEW YORK, NY – – Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform, announced that it will release its first quarter fiscal 2024 earnings results before the U.S. stock market opens on Tuesday, May 21, 2024. The Company will |
|
April 30, 2024 |
Exhibit 12.1 Certification I, Michel Brousset, certify that: 1.I have reviewed this annual report on Form 20–F of Waldencast plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
April 30, 2024 |
CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2023 (the “Report”) by Waldencast plc (the “Company”), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
April 30, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-268108 on Form S-8 of our report dated April 30, 2024, relating to the financial statements of Waldencast plc, appearing in this Annual Report on Form 20-F for the year ended December 31, 2023. /s/Deloitte & Touche LLP Costa Mesa, California April 30, |
|
April 30, 2024 |
Exhibit 99.1 Waldencast Reports Fiscal Year 2023 Financial Results 2023 Net Revenue of $218.1 million Group Combined Comparable Revenue of $212.5 million, a 15.3% increase vs 2022 Group Combined Adjusted EBITDA of $24.4 million, up from ($8.8) million in 2022 April 30, 2024 – White Plains, New York – Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wel |
|
April 30, 2024 |
WALDENCAST PLC SUPPLEMENTAL EXECUTIVE OFFICER CLAWBACK POLICY Exhibit 97.1 WALDENCAST PLC SUPPLEMENTAL EXECUTIVE OFFICER CLAWBACK POLICY The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Waldencast Plc (the “Company”) believes that it is appropriate for the Company to adopt this Supplemental Executive Officer Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy as o |
|
April 30, 2024 |
CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2023 (the “Report”) by Waldencast plc (the “Company”), the undersigned, as the Chief Financial Officer and Chief Operating Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of th |
|
April 30, 2024 |
Exhibit 12.2 Certification I, Manuel Manfredi, certify that: 1.I have reviewed this annual report on Form 20–F of Waldencast plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: April 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execut |
|
April 30, 2024 |
[Remainder of page intentionally left blank; signature pages follow] Exhibit 4.17 Execution Version THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of April 26, 2024 (this “Third Amendment”), among Waldencast Partners LP, an exempted limited partnership formed and registered in the Cayman Islands (“Parent Guarantor”), Waldencast Finco Limited, a private company incorporated under the laws of Jersey with registered number 143249 (the “Borrower”), the lender |
|
April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
|
April 30, 2024 |
Exhibit 4.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [date] by and between Waldencast plc, a public limited liability company incorporated under the laws of Jersey (the “Company”), and [name], [an officer][a director] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee c |
|
March 25, 2024 |
Waldencast Regains Compliance with Nasdaq Filing Requirements Exhibit 99.1 Waldencast Regains Compliance with Nasdaq Filing Requirements March 25, 2024 – White Plains, New York – Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform, announced that on March 21, 2024 the Company received formal notice from the Nasdaq Hearings Panel (the “Panel”) confirming that it has regained compliance with Nasdaq’s filing requirem |
|
March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: March 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execut |
|
March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal executi |
|
March 21, 2024 |
Exhibit 99.1 OBAGI GLOBAL HOLDINGS LIMITED TABLE OF CONTENTS Unaudited Condensed Consolidated Balance Sheets as of March 31, 2022 (restated) and December 31, 2021 F-2 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 (restated) and March 31, 2021 (restated) F-3 Unaudited Condensed Consolidated Statements of Shareholder’s Equi |
|
March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: March 2024 Commission File Number: 001-40207 Waldencast plc (Translation of registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execut |
|
March 21, 2024 |
Exhibit 99.2 Waldencast Plc results for the first six months ended June 30, 2023 Business Combination On July 27, 2022 (the “Closing Date”), Waldencast consummated the business combination ("Business Combination") with Obagi Global Holdings Limited (“Obagi Skincare”) and Milk Makeup LLC (“Milk Makeup”). In accounting for the business combination, Waldencast was deemed to be the accounting acquirer |
|
March 21, 2024 |
Exhibit 99.1 Waldencast Reports First Half 2023 Results –H1’23 Total Net Revenue of $109.3 million –H1’23 Combined Adjusted EBITDA of $13.9 million up from $7.6 million in H1’22 –Introduces guidance March 20, 2024 – White Plains, New York – Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, today announced that it furnished its results |
|
February 26, 2024 |
Waldencast Receives Positive Nasdaq Listing Determination Exhibit 99.1 Waldencast Receives Positive Nasdaq Listing Determination February, 26, 2024 – New York, New York – Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform, today announced that by decision dated February 22, 2024, a Nasdaq Hearings Panel (the “Panel”) granted Waldencast’s request for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), |
|
February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: February 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exe |
|
February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) WALDENCAST PLC (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Secu |
|
February 9, 2024 |
SCHEDULE 13D/A JOINT FILING AGREEMENT EX-99.1 2 ex99-1.htm EXHIBIT I - JOINT FILING AMENDMENT EXHIBIT I SCHEDULE 13D/A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares of Waldencast plc and further agre |
|
February 1, 2024 |
JE00BPG99318 / Waldencast plc / Santa Venerina Inv. & Arbitrage Ltd. - SC 13G Passive Investment SC 13G 1 tm244934d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Waldencast PLC (Name of Issuer as Specified in its Certificate of Incorporation) Class A Ordinary Shares (Title of Class of Securities) G9503X103 (CUSIP Number) September 14, 2023 (Date of Event which Requires Filing of |
|
January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: January 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exec |
|
January 31, 2024 |
JE00BPG99318 / Waldencast plc / Truxt Investmentos Ltda. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
|
January 31, 2024 |
Waldencast Names Manuel Manfredi as Chief Financial Officer Exhibit 99.1 Waldencast Names Manuel Manfredi as Chief Financial Officer January 31, 2024 – New York, NY – Waldencast plc, (NASDAQ: WALD) (“Waldencast” or “the Company”), a global multi-brand beauty and wellness platform, announced today that Manuel Manfredi will join the Company as Chief Financial Officer on April 1, 2024. Philippe Gautier, currently Chief Financial Officer and Chief Operating Of |
|
January 16, 2024 |
Exhibit 12.2 Certification I, Philippe Gautier, certify that: 1.I have reviewed this annual report on Form 20–F of Waldencast plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to th |
|
January 16, 2024 |
CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2022 (the “Report”) by Waldencast plc (the “Company”), the undersigned, as the Chief Financial Officer and Chief Operating Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of th |
|
January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: January 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exec |
|
January 16, 2024 |
Exhibit 12.1 Certification I, Michel Brousset, certify that: 1.I have reviewed this annual report on Form 20–F of Waldencast plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
January 16, 2024 |
WALDENCAST PLC INSIDER TRADING POLICY Adopted on September 16, 2022 Exhibit 4.39 WALDENCAST PLC INSIDER TRADING POLICY Adopted on September 16, 2022 As a director, officer or employee of Waldencast plc or one of its subsidiaries (together, “we,” “us,” “Waldencast” or the “Company”), you will probably become aware of material information about our business or other companies that we do business with or are interested in acquiring (“other entities”) that is not avai |
|
January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
|
January 16, 2024 |
CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2022 (the “Report”) by Waldencast plc (the “Company”), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
January 16, 2024 |
Waldencast plc Announces Fiscal Year 2022 Financial Results Exhibit 99.1 Waldencast plc Announces Fiscal Year 2022 Financial Results January, 16, 2024 – New York, New York – Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform, today announced that it filed its annual report for the fiscal year ended December 31, 2022 on Form 20-F (“2022 20-F”) including restated financials for Fiscal Years 2021 and 2020 with the |
|
January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: January 2024 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exec |
|
January 9, 2024 |
Waldencast plc Announces Receipt of Anticipated Nasdaq Delinquency Notice Exhibit 99.1 Waldencast plc Announces Receipt of Anticipated Nasdaq Delinquency Notice January 9, 2024 – New York, NY – Waldencast plc, (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, today announced that on January 3, 2024, it received an additional notice of non-compliance from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock M |
|
December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: December 2023 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exe |
|
December 1, 2023 |
SC 13D/A 1 dp203494sc13da-2.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Waldencast PLC (Name of Issuer) Class A ordinary shares, $0.00 |
|
November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: November 2023 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exe |
|
November 22, 2023 |
Waldencast plc Announces Receipt of Nasdaq Listing Stay Exhibit 99.1 Waldencast plc Announces Receipt of Nasdaq Listing Stay November 22, 2023 – New York, NY – Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, today announced that it received written notice that The Nasdaq Stock Market LLC (“Nasdaq”) granted the Company’s previously announced request to extend the stay of the suspension of |
|
November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: November 2023 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exe |
|
November 6, 2023 |
Waldencast plc Announces Receipt of Nasdaq Listing Notice Exhibit 99.1 Waldencast plc Announces Receipt of Nasdaq Listing Notice November 6, 2023 – New York, NY – Waldencast plc, (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, today announced that on October 31, 2023, the Company received written notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicati |
|
September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Waldencast PLC (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Secu |
|
September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: September 2023 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal |
|
September 20, 2023 |
WALDENCAST PLC ANNOUNCES PRIVATE PLACEMENT AND EXPANDS LEADERSHIP TEAM TO SUPPORT GROWTH Exhibit 99.1 WALDENCAST PLC ANNOUNCES PRIVATE PLACEMENT AND EXPANDS LEADERSHIP TEAM TO SUPPORT GROWTH Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform, today announced it has entered into definitive documentation in connection with a $70 million private placement pursuant to which a number of investors have collectively subscribed for 14,000,000 Clas |
|
September 18, 2023 |
FORM OF SUBSCRIPTION AGREEMENT Exhibit 99.2 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September [14] 2023, by and between Waldencast plc, a public limited company incorporated under the laws of Jersey (the “Issuer”), and the undersigned subscriber (the “Anchor Investor”). WHEREAS, on the terms and subject to the conditions set forth in this Subscription Agreeme |
|
September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: September 2023 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal ex |
|
September 18, 2023 |
WALDENCAST PLC ANNOUNCES PRIVATE PLACEMENT AND EXPANDS LEADERSHIP TEAM TO SUPPORT GROWTH Exhibit 99.1 WALDENCAST PLC ANNOUNCES PRIVATE PLACEMENT AND EXPANDS LEADERSHIP TEAM TO SUPPORT GROWTH Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform, today announced it has entered into definitive documentation in connection with a $70 million private placement pursuant to which a number of investors have collectively subscribed for 14,000,000 Clas |
|
September 18, 2023 |
[Remainder of page intentionally left blank; signature pages follow] Exhibit 99.3 SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of September 15, 2023 (this “Second Amendment”), among Waldencast Partners LP, an exempted limited partnership formed and registered in the Cayman Islands (“Parent Guarantor”), Waldencast Finco Limited, a private company incorporated under the laws of Jersey with registered number 143249 (the “Borrower”), the lenders party here |
|
August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: August 2023 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execu |
|
July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: July 2023 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal executi |
|
June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: June 2023 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal executi |
|
May 5, 2023 |
Waldencast plc Receives Notice from Nasdaq Related to Delay in Filing its Annual Report on Form 20-F Exhibit 99.1 Waldencast plc Receives Notice from Nasdaq Related to Delay in Filing its Annual Report on Form 20-F May 5, 2023 – New York, NY – Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, received on May 4, 2023 a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely f |
|
May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: May 2023 Commission File Number: 001-40207 Waldencast plc (Translation of registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal executiv |
|
May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40207 CUSIP Number: G9503X103 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
|
April 25, 2023 |
Exhibit 99.1 Waldencast plc Announces its Intent to Delay the Filing of its Annual Report and Announces the Consummation of its Previously Announced Acquisition in Southeast Asia April 25, 2023 – New York, NY – Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, today announced that it expects to file a Form 12b-25 with the U.S. Securit |
|
April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: April 2023 Commission File Number: 001-40207 Waldencast plc (Translation of registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execut |
|
March 14, 2023 |
Waldencast plc Announces Binding Letter of Intent to Acquire 60% of its Southeast Asia Distributor Acquisition to Accelerate Strategic Growth in a Key Skincare Market Company Moves Fourth Quarter Fiscal 2022 Earnings Call to April 26, 2023 March 13, 2023 – NEW YORK, NY – – Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform, announced today that it signed a binding letter of intent to acquire a 60% controlling interest in a newly formed entity to be comprised of the business of its Southeast Asia (SEA) distributor. |
|
March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: March 2023 Commission File Number: 001-40207 Waldencast plc (Translation of registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execut |
|
February 23, 2023 |
WALD / Waldencast plc - Class A / Waldencast Ventures, LP - SCHEDULE 13D Activist Investment SC 13D 1 sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Waldencast plc. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G9503X103 (CUSIP Number) Waldencast Ventures, LP. c/o Waldencast plc, 10 Bank Street, Suite 560 White Plains, NY 10606 (Name, Address a |
|
February 23, 2023 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Class A ordinary shares, $0. |
|
February 14, 2023 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Waldencast plc (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9503X103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
|
February 14, 2023 |
SC 13G/A 1 tm233474-21sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Waldencast plc (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the “Shares |
|
February 8, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi |
|
February 8, 2023 |
240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Name of Issuer) Waldencast plc (Title of Class of Securities) Class A ordinary shares, $0.0001 par value per share (“C |
|
January 31, 2023 |
SC 13G/A 1 truxt-waldu123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WALDENCAST ACQUISITION CORP. (Name of Issuer) Unit, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant (Title of Class of Securities) G9460C126 (CUSIP Number) December |
|
January 31, 2023 |
SC 13G 1 truxt-wald123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Waldencast plc (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9503X103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the ap |
|
January 12, 2023 |
SC 13G/A 1 verdesc13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Waldencast plc (Name of Issuer) Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant (Title of Class of Securities) CINS G9460C126 (CUSIP Num |
|
December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant?s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exec |
|
December 5, 2022 |
424B3 1 ea169505-424b3waldencastplc.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-267053 Supplement No. 3 (To Prospectus dated October 13, 2022) Waldencast plc 29,533,282 CLASS A ORDINARY SHARES (for issuance) 121,120,063 CLASS A ORDINARY SHARES (for resale) 18,033,332 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES (for resale) This prospectus supplement updates and |
|
December 5, 2022 |
Exhibit 4.1 AMENDMENT OF WARRANT AGREEMENT THIS AMENDMENT OF WARRANT AGREEMENT (this ?Amendment?), is made as of December 1, 2022 (the ?Amendment Effective Date?), by and among Waldencast plc, a Jersey public company (f/k/a Waldencast Acquisition Corp., a Cayman Islands exempted company) (the ?Company?), Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (?Contine |
|
November 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant’s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal ex |
|
November 25, 2022 |
Waldencast plc corrected Supplemental Information for the quarter ended September 30, 2022 Exhibit 99.2 Q3 2022 Earnings Presentation November 2022 (CORRECTED) 1 Cautionary Statement Regarding Forward - Looking Statements Statements in this release that are not historical, are forward - looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding Waldencast’s |
|
November 25, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267053 Supplement No. 2 (To Prospectus dated October 13, 2022) Waldencast plc 29,533,282 CLASS A ORDINARY SHARES (for issuance) 121,120,063 CLASS A ORDINARY SHARES (for resale) 18,033,332 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES (for resale) This prospectus supplement updates and amends certain information contained in the prospectus dated |
|
November 25, 2022 |
Waldencast plc corrected press release. Exhibit 99.1 CORRECTION: Waldencast plc Announces Third Quarter Fiscal Year 2022 Financial Results November 25, 2022 – New York, New York – Waldencast plc, (NASDAQ: WALD) (“Waldencast”), a global multi-brand beauty and wellness platform, today announced that it corrected a press release issued November 10, 2022 to amend the preliminary 2022 third quarter net loss figure from $16.8 million to $14.0 |
|
November 10, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267053 Supplement No. 1 (To Prospectus dated October 13, 2022) Waldencast plc 29,533,282 CLASS A ORDINARY SHARES (for issuance) 121,120,063 CLASS A ORDINARY SHARES (for resale) 18,033,332 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES (for resale) This prospectus supplement updates and amends certain information contained in the prospectus dated |
|
November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant?s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exec |
|
November 10, 2022 |
Waldencast plc Supplemental Information for the quarter ended September 30, 2022 Exhibit 99.2 |
|
November 10, 2022 |
Waldencast plc, Announces Third Quarter Fiscal Year 2022 Financial Results Exhibit 99.1 Waldencast plc, Announces Third Quarter Fiscal Year 2022 Financial Results - Q3 2022 Net Sales of $78.9 million - Q3 2022 Gross margin of 62.4% and adjusted gross margin of 71.9% - Q3 2022 Net loss of $16.8 million - Q3 2022 Adjusted EBITDA of $15.3 million, or 19.4% of net sales - Company reaffirms guidance November 10, 2022 ? New York, New York ? Waldencast plc, (NASDAQ: WALD) (?Wal |
|
November 1, 2022 |
As filed with the Securities and Exchange Commission on November 1, 2022 As filed with the Securities and Exchange Commission on November 1, 2022 Registration No. |
|
November 1, 2022 |
Waldencast plc Incentive Inducement Award Plan Exhibit 99.4 WALDENCAST PLC 2022 INDUCEMENT INCENTIVE AWARD PLAN Section 1. Purpose of Plan. The name of the inducement plan is the Waldencast plc 2022 Inducement Incentive Award Plan (the ?Inducement Plan?). The purposes of the Inducement Plan are to provide incentive awards to individuals who satisfy the standards for inducement grants under Rule 5635(c)(4) of the NASDAQ Listing Rules and the re |
|
November 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) Waldencast plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A ordinary shares, par value $0. |
|
October 13, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267053 PROSPECTUS Waldencast plc Up to 29,533,282 Class A Ordinary Shares (for issuance) Up to 121,120,063 Class A Ordinary Shares (for resale) Up to 18,033,332 Warrants to Purchase Class A Ordinary Shares (for resale) This prospectus relates to the issuance by us of up to 29,533,282 Class A ordinary shares, par value $0.0001 (?Class A ordinary |
|
October 11, 2022 |
WALDENCAST PLC 10 Bank Street, Suite 560 White Plains, NY 10606 (917) 546-6828 WALDENCAST PLC 10 Bank Street, Suite 560 White Plains, NY 10606 (917) 546-6828 October 11, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
|
September 27, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Waldencast plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Primary Offering: Class A ordinary shares, par value $0. |
|
September 27, 2022 |
Waldencast plc Names Philippe Gautier Chief Financial Officer and Chief Operating Officer Exhibit 99.1 Waldencast plc Names Philippe Gautier Chief Financial Officer and Chief Operating Officer September 27, 2022 ? New York, NY ? Waldencast plc, (NASDAQ: WALD) (?Waldencast? or ?the Company?), a global multi-brand beauty and wellness platform, today announced that Philippe Gautier will join the Company as Chief Financial Officer and Chief Operating Officer on October 19, 2022. In this ro |
|
September 27, 2022 |
As filed with the Securities and Exchange Commission on September 26, 2022. As filed with the Securities and Exchange Commission on September 26, 2022. Registration Statement No. 333-267053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Waldencast plc (Exact name of registrant as specified in its charter) Jersey 2844 98-1575727 (State or other jurisdiction of incorpor |
|
September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant?s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exe |
|
September 26, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp One Manhattan West Skadden, Arps, Slate, Meagher & Flom llp One Manhattan West DIRECT DIAL (212) 735-2297 DIRECT FAX (917) 777-2297 EMAIL ADDRESS Maxim. |
|
September 23, 2022 |
Exhibit 10.1 TECHNICAL AMENDMENT TO CREDIT AGREEMENT, dated as of September 23, 2022 (this ?Technical Amendment?), between Waldencast Finco Limited, a private company incorporated under the laws of Jersey with registered number 143249 (the ?Borrower?), and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the ?Administrative Agent?). Capitalized terms used but not defined in th |
|
September 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant?s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal exe |
|
August 24, 2022 |
Powers of Attorney (included in the signature pages to this registration statement). As filed with the Securities and Exchange Commission on August 24, 2022. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Waldencast plc (Exact name of registrant as specified in its charter) Jersey 2844 98-1575727 (State or other jurisdiction of incorporation or organization) (P |
|
August 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 2) (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
|
August 24, 2022 |
List of Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of Waldencast plc Name of Subsidiary Jurisdiction of Organization Obagi Holdco 1 Limited Jersey Waldencast Cayman LLC Cayman Islands Waldencast Partners LP Cayman Islands Obagi Holdco 2 Limited Jersey Milk Makeup LLC United States (Delaware) Waldencast Finco Limited Jersey Obagi Global Holdings Limited Cayman Islands Obagi Holdings Company Limited Cayman Islands Obagi Cos |
|
August 24, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Waldencast plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Primary Offering: Class A ordinary shares, par value $0. |
|
August 11, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this filing on Form 6-K. Introduction: The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 ?Amendments to Fi |
|
August 11, 2022 |
Exhibit 99.2 Q2 2022 Earnings Presentation August 2022 Cautionary Statement Regarding Forward - Looking Statements Statements in this presentation that are not historical, are forward - looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding Waldencast?s strategic i |
|
August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-40207 Waldencast plc (Translation of Registrant?s name into English) 10 Bank Street, Suite 560 White Plains, New York, 10606 (Address of principal execut |
|
August 11, 2022 |
OBAGI Global HOLDINGS LIMITED TABLE OF CONTENTS Exhibit 99.4 OBAGI Global HOLDINGS LIMITED TABLE OF CONTENTS Page CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited): Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income 2 Condensed Consolidated Statements of Shareholder?s Equity 3 Condensed Consolidated Statements of Cash Flows 4 Notes to Condensed Consolidated Financial Sta |
|
August 11, 2022 |
Exhibit 99.3 EXPLANATORY NOTE On July 27, 2022, subsequent to the fiscal quarter ended June 30, 2022, the fiscal quarter to which this Quarterly Report relates (this ?Quarterly Report?) Waldencast Acquisition Corp., now known as Waldencast plc (the ?Company?), consummated its initial business combination (the ?Obagi and Milk Business Combinations?) with (i) Obagi Global Holdings Limited, a Cayman |
|
August 11, 2022 |
MILK MAKEUP LLC TABLE OF CONTENTS Exhibit 99.5 MILK MAKEUP LLC TABLE OF CONTENTS Page Unaudited Condensed Statements of Operations and Comprehensive Income 2 Unaudited Condensed Balance Sheets 3 Unaudited Condensed Statements of Members? Equity 4 Unaudited Condensed Statements of Cash Flows 5 Notes to Unaudited Condensed Financial Statements 6-12 Management?s Discussion and Analysis of Financial Condition and Results of Operations |
|
August 11, 2022 |
Exhibit 99.1 Waldencast Reports Second Quarter and First Half 2022 Results - 1H 2022 Total Net Sales of $138.2 million, increasing 24.6% from 1H 2021 - 1H 2022 Gross margin of 73.8%, up 294 bps from 1H 2021 - 1H 2022 Pro Forma Adjusted EBITDA margin of 23.5% versus 22.8% in 1H 2021 - Q2 2022 Total Net Sales of $77.1 million, increasing 23.8% from Q2 2021 - Q2 2022 Gross margin of 75.1%, up 578 bas |
|
August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Waldencast plc (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G9503X103 (CUSIP Number) Waldencast Long-Term Capital LLC c/o Waldencast plc, 10 Bank Street, Suite 560 White Plains, NY 10606 Tel.: (917) 546-6828 (Name, Address and T |
|
August 8, 2022 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Class A ordinary shares, $0. |
|
August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Waldencast plc (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G9503X103 (CUSIP Number) Burwell Mountain PTC LLC, as Trustee of Burwell Mountain Trust 270 W Pearl Ave., Apt. 103 Jackson WY 83001-8166 Tel.: (212) 848-9830 (Name, Add |
|
August 5, 2022 |
EXHIBIT D March 15, 2021 Waldencast Acquisition Corp. 10 Bank Street, Suite 560 White Plains, NY 10606 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered among Waldencast Acquisition Corp., a Cayman Islands exempted compa |
|
August 5, 2022 |
Executive Officers of Dynamo International EXHIBIT A Executive Officers of Dynamo International Executive Officers: Luiz Orenstein Citizenship: Brazilian Business Address: Av. |
|
August 5, 2022 |
SCHEDULE 13D/A JOINT FILING AGREEMENT EXHIBIT B SCHEDULE 13D/A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares of Waldencast plc and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings. |
|
August 5, 2022 |
Joint Filing Agreement dated August 5, 2022, filed herewith. Exhibit 6 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendment thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them of Waldencast plc. |
|
August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Waldencast PLC (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securit |
|
August 5, 2022 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit C AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 27, 2022, is made and entered into by and among Waldencast plc, a public limited company incorporated under the laws of Jersey (the ?Company?) (formerly known as Waldencast Acquisition Corp. |
|
August 5, 2022 |
Lock-Up Agreement dated July 27, 2022, filed herewith. Exhibit 3 FORM OF LOCK-UP AGREEMENT July 27, 2022 Waldencast plc 10 Bank Street, Suite 560 White Plains, NY 10606 Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to Waldencast plc, a public limited company incorporated under the laws of Jersey (the ?Company?) (formerly known as Waldencast Acquisition Corp. |
|
August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Waldencast plc (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9503X 103 (CUSIP Number) Sijue Dai c/o Cedarwalk Skincare Ltd. Room 3001-3010 30F, China Resource Building 26 Harbour Road Wanchai, Hong K |
|
August 3, 2022 |
Indemnity Agreement, dated July 27, 2022, between the Company and Cristiano Souza. Exhibit 4.16 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the ?Company?), and Cristiano Souza, a member of the board of directors of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous agreements between |
|
August 3, 2022 |
Unaudited Pro Forma Condensed Combined Financial Information of the Company, Obagi and Milk. Exhibit 15.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus. Introduction: The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 ?Amendmen |
|
August 3, 2022 |
Exhibit 4.8 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 27, 2022, is made and entered into by and among Waldencast plc, a public limited company incorporated under the laws of Jersey (the ?Company?) (formerly known as Waldencast Acquisition Corp., a Cayman Islands exempted company limited by shares |
|
August 3, 2022 |
Exhibit 4.28 EXECUTION VERSION THIS INVESTOR RIGHTS AGREEMENT (this ?Agreement?) is made as of July 27, 2022, by and between (i) Waldencast Acquisition Corp., a limited liability company organized under the laws of Jersey (?Waldencast?), (ii) Cedarwalk Skincare Ltd., a limited liability company organized under the laws of the Cayman Islands (?Cedarwalk?), (iii) Waldencast Long-Term Capital LLC, a |
|
August 3, 2022 |
Indemnity Agreement, dated July 27, 2022, between the Company and Felipe Dutra. Exhibit 4.15 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the ?Company?), and Felipe Dutra, a member of the board of directors of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous agreements between the |
|
August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
|
August 3, 2022 |
EX-4.32 16 f20f2022ex4-32walden.htm WAIVER AND AGREEMENT, DATED AS OF JULY 25, 2022, BY AND BETWEEN WALDENCAST ACQUISITION CORP. AND BURWELL MOUNTAIN PTC LLC, AS TRUSTEE OF BURWELL MOUNTAIN TRUST Exhibit 4.32 WAIVER AND AGREEMENT This Waiver and Agreement (this “Agreement”), dated as of July 25, 2022, is being provided by Waldencast Acquisition Corp., a Cayman Islands exempted company and which fo |
|
August 3, 2022 |
Indemnity Agreement, dated July 27, 2022, between the Company and Simon Dai. EX-4.22 13 f20f2022ex4-22walden.htm INDEMNITY AGREEMENT, DATED JULY 27, 2022, BETWEEN THE COMPANY AND SIMON DAI Exhibit 4.22 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the “Company”), and Simon Dai, a member of the board of directors of t |
|
August 3, 2022 |
Indemnity Agreement, dated July 27, 2022, between the Company and Michel Brousset. Exhibit 4.14 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the ?Company?), and Michel Brousset, a member of the board of directors of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous agreements between |
|
August 3, 2022 |
Exhibit 4.9 WALDENCAST PLC 2022 INCENTIVE AWARD PLAN Section 1. Purpose of Plan. The name of the Plan is the Waldencast plc 2022 Incentive Award Plan (the ?Plan?). The purposes of the Plan are to provide an additional incentive to selected Officers, Employees, Non-Employee Directors and Consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the g |
|
August 3, 2022 |
Exhibit 4.31 EXECUTION VERSION CREDIT AGREEMENT dated as of June 24, 2022 among WALDENCAST PARTNERS LP, as Parent Guarantor, WALDENCAST FINCO LIMITED, as the Borrower, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and Credit Suisse AG, New York Branch as Documentation Agent JPMORGAN CHASE BANK, N.A., Banco Santander, S.A. and Wells Fargo Securities, LLC , as Joint Boo |
|
August 3, 2022 |
Exhibit 1.1 THE COMPANIES (JERSEY) LAW 1991 PUBLIC PAR VALUE COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF WALDENCAST PLC (adopted upon continuance into Jersey) THE COMPANIES (JERSEY) LAW 1991 PUBLIC PAR VALUE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF WALDENCAST plc 1 The name of the Company is Waldencast plc. 2 The Company is a public par value company limited b |
|
August 3, 2022 |
Indemnity Agreement, dated July 27, 2022, between the Company and Juliette Hickman. Exhibit 4.18 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the ?Company?), and Juliette Hickman, a member of the board of directors of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous agreements between |
|
August 3, 2022 |
Indemnity Agreement, dated July 27, 2022, between the Company and Aaron Chatterley. Exhibit 4.21 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the ?Company?), and Aaron Chatterley, a member of the board of directors of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous agreements between |
|
August 3, 2022 |
Exhibit 4.35 WALDENCAST ACQUISITION CORP. JOINDER LETTER AGREEMENT July 27, 2022 By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that he shall become a party to that certain Letter Agreement, dated March 15, 2021 (the ?Letter Agreement?), by and among Waldencast Long-Term Capital LLC (the ?Sponsor?), the individuals party thereto and Waldencast Acqui |
|
August 3, 2022 |
EX-4.34 18 f20f2022ex4-34walden.htm JOINDER TO THE LETTER AGREEMENT, DATED AS OF DECEMBER 16, 2021, BY AND BETWEEN THE COMPANY AND AARON CHATTERLEY Exhibit 4.34 WALDENCAST ACQUISITION CORP. JOINDER LETTER AGREEMENT December 16, 2021 By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that he shall become a party to that certain Letter Agreement, dated Ma |
|
August 3, 2022 |
Indemnity Agreement, dated July 27, 2022, between the Company and Lindsay Pattison. Exhibit 4.19 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the ?Company?), and Lindsay Pattison, a member of the board of directors of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous agreements between |
|
August 3, 2022 |
Indemnity Agreement, dated July 27, 2022, between the Company and Sarah J. Brown. Exhibit 4.17 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the ?Company?), and Sarah Brown, a member of the board of directors of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous agreements between the |
|
August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193 |
|
August 3, 2022 |
Indemnity Agreement, dated July 27, 2022, between the Company and Zack Werner. Exhibit 4.20 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the ?Company?), and Zack Werner, a member of the board of directors of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous agreements between the |
|
August 3, 2022 |
Waldencast plc 2022 Incentive Award Plan. Exhibit 4.9 WALDENCAST PLC 2022 INCENTIVE AWARD PLAN Section 1. Purpose of Plan. The name of the Plan is the Waldencast plc 2022 Incentive Award Plan (the ?Plan?). The purposes of the Plan are to provide an additional incentive to selected Officers, Employees, Non-Employee Directors and Consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the g |
|
August 3, 2022 |
Exhibit 4.33 WALDENCAST ACQUISITION CORP. JOINDER LETTER AGREEMENT July 7, 2022 By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that he shall become a party to that certain Letter Agreement, dated March 15, 2021 (the ?Letter Agreement?), by and among Waldencast Long-Term Capital LLC (the ?Sponsor?), the individuals party thereto and Waldencast Acquis |
|
July 26, 2022 |
EX-99.1 2 ea163327ex99-1walden.htm PRESS RELEASE, DATED JULY 25, 2022 Exhibit 99.1 Waldencast Acquisition Corp. Shareholders Approve Business Combination with Obagi Skincare and Milk Makeup ● The business combination with Obagi Skincare and Milk Makeup is expected to close on or around July 27, 2022 ● Strong support from shareholders with approximately 98% approval ● The post-closing combined comp |
|
July 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction (Commission (I.R.S. |
|
July 26, 2022 |
EX-99.1 2 ea163327ex99-1walden.htm PRESS RELEASE, DATED JULY 25, 2022 Exhibit 99.1 Waldencast Acquisition Corp. Shareholders Approve Business Combination with Obagi Skincare and Milk Makeup ● The business combination with Obagi Skincare and Milk Makeup is expected to close on or around July 27, 2022 ● Strong support from shareholders with approximately 98% approval ● The post-closing combined comp |
|
July 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction (Commission (I.R.S. |
|
July 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction of incorporation) (C |
|
July 15, 2022 |
Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
|
July 15, 2022 |
EX-10.2 2 ea162926ex10-2walden.htm PROMISSORY NOTE, DATED AS OF JULY 15, 2022, BY AND BETWEEN WALDENCAST ACQUISITION CORP. AND WALDENCAST LONG-TERM CAPITAL LLC Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE |
|
July 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction of incorporation) (C |
|
July 8, 2022 |
FILED BY WALDENCAST ACQUISITION CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14A-12 OF THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: OBAGI GLOBAL HOLDINGS LIMITED; MILK MAKEUP LLC COMMISSION FILE NUMBER: 001-40207 The following press release was issued on July 8, 2022, at 6:45 AM ET: Waldencast Registration Statement Related to Business Combi |
|
July 7, 2022 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-262692 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF WALDENCAST ACQUISITION CORP. (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 86,462,321 ORDINARY SHARES AND 17,433,333 WARRANTS OF WALDENCAST PLC (AFTER ITS DOMESTICATION AS A PUBLIC LIMITED COMPANY INCORPORATED IN JERSEY), WHICH IS THE CONTINUING ENTITY OF WALDENC |
|
July 5, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction of incorporation) (Co |
|
July 5, 2022 |
425 1 ea162367-8k425walden.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (Sta |
|
July 5, 2022 |
EX-99.1 2 ea162367ex99-1walden.htm SUPPLEMENTAL SLIDES Exhibit 99.1 5 Recent developments and business update Source: Company fillings 1 OBAGI financials exclude China; 2 Reflects adjusted Gross profit that includes supply agreement and developed technology intangible asset amortization expense that pertains to cost of goods Waldencast Group Recent Financial Highlights Over - delivered on topline |
|
July 5, 2022 |
EX-99.1 2 ea162367ex99-1walden.htm SUPPLEMENTAL SLIDES Exhibit 99.1 5 Recent developments and business update Source: Company fillings 1 OBAGI financials exclude China; 2 Reflects adjusted Gross profit that includes supply agreement and developed technology intangible asset amortization expense that pertains to cost of goods Waldencast Group Recent Financial Highlights Over - delivered on topline |
|
July 1, 2022 |
WALDENCAST ACQUISITION CORP. 10 Bank Street, Suite 560 White Plains, NY 10606 CORRESP 1 filename1.htm 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 Attn: Lynn Dicker Jenn Do Jane Park Dorrie Yale Division of Corporation Finance Office of Life Sciences RE: Waldencast Acquisition Corp. (the “Company”) Registration |
|
July 1, 2022 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 1, 2022. |
|
June 30, 2022 |
As filed with the Securities and Exchange Commission on June 30, 2022. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 30, 2022. |
|
June 30, 2022 |
Waldencast Acquisition Corp. PO Box 309, Ugland House Grand Cayman Cayman Islands Exhibit 5.3 Our ref SMC/781326-000002/70850597v7 Waldencast Acquisition Corp. PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands [*] 2022 Waldencast Acquisition Corp. We have acted as counsel as to Cayman Islands law to Waldencast Acquisition, Inc. (the “Company”) in connection with the Company’s registration statement on Form F-4, including all amendments or supplements thereto, filed |
|
June 30, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp CORRESP 1 filename1.htm Skadden, Arps, Slate, Meagher & Flom llp DIRECT DIAL (212) 735-2297 DIRECT FAX (917) 777-2297 EMAIL ADDRESS [email protected] ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 WWW.SKADDEN.COM FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOS |
|
June 30, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-4 (Form Type) Waldencast plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees Previously Paid Equity Waldencast plc Class A ordinary shares, $0. |
|
June 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2022 (June 24, 2022) Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction (Com |
|
June 27, 2022 |
Exhibit 2.1 EXECUTION VERSION CREDIT AGREEMENT dated as of June 24, 2022 among WALDENCAST PARTNERS LP, as Parent Guarantor, WALDENCAST FINCO LIMITED, as the Borrower, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and Credit Suisse AG, New York Branch as Documentation Agent JPMORGAN CHASE BANK, N.A., Banco Santander, S.A. and Wells Fargo Securities, LLC , as Joint Book |
|
June 27, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2022 (June 24, 2022) Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction (Com |
|
June 27, 2022 |
Exhibit 2.1 EXECUTION VERSION CREDIT AGREEMENT dated as of June 24, 2022 among WALDENCAST PARTNERS LP, as Parent Guarantor, WALDENCAST FINCO LIMITED, as the Borrower, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and Credit Suisse AG, New York Branch as Documentation Agent JPMORGAN CHASE BANK, N.A., Banco Santander, S.A. and Wells Fargo Securities, LLC , as Joint Book |
|
June 16, 2022 |
Exhibit 99.1 |
|
June 16, 2022 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DIRECT DIAL (212) 735-2297 DIRECT FAX (917) 777-2297 EMAIL ADDRESS Maxim. |
|
June 16, 2022 |
FIRST AMENDMENT TO FINANCING AGREEMENT EX-10.41 4 ny20001615x25ex10-41.htm EXHIBIT 10.41 Exhibit 10.41 FIRST AMENDMENT TO FINANCING AGREEMENT This FIRST AMENDMENT TO FINANCING AGREEMENT, dated as of June 10, 2022 and effective as of March 31, 2022 (this “Agreement”), to the Financing Agreement, dated as of March 16, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, i |
|
June 16, 2022 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 16, 2022. |
|
June 16, 2022 |
Waldencast Acquisition Corp. PO Box 309, Ugland House Grand Cayman Cayman Islands Exhibit 5.3 Our ref SMC/781326-000002/70850597v3 Subject to review and amendment Waldencast Acquisition Corp. PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands [*] 2022 Waldencast Acquisition Corp. We have acted as counsel as to Cayman Islands law to Waldencast Acquisition, Inc. (the ?Company?) in connection with the Company?s registration statement on Form F-4, including all amendmen |
|
June 16, 2022 |
EX-FILING FEES 9 ny20001615x25ex107.htm FILING FEES TABLE Exhibit 107 Calculation of Filing Fee Tables Form F-4 (Form Type) Waldencast plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price |
|
June 15, 2022 |
Exhibit 2.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. CONDITIONAL CONSENT, WAIVER AND ACKNOWLEDGEMENT June 13, 2022 Reference is hereby made to the certain (a) Agreement and Plan of Merger (the ?Merger Agreement |
|
June 15, 2022 |
Exhibit 2.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. CONDITIONAL CONSENT, WAIVER AND ACKNOWLEDGEMENT June 13, 2022 Reference is hereby made to the certain (a) Agreement and Plan of Merger (the “Merger Agreement |
|
June 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction (Commission File Num |
|
June 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction (Commission File Num |
|
June 3, 2022 |
KYG9460C1006 / WALDENCAST ACQUISITION CORP / Sculptor Capital LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Waldencast Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9460C100 (CUSIP Number) May 26, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
|
May 26, 2022 |
FILED BY WALDENCAST ACQUISITION CORP. FILED BY WALDENCAST ACQUISITION CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14A-12 OF THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: OBAGI GLOBAL HOLDINGS LIMITED; MILK MAKEUP LLC COMMISSION FILE NUMBER: 001-40207 The following is the transcript of The Absolute Return Podcast interview of Michel Brousset, Founder and Chief Executive Officer o |
|
May 25, 2022 |
425 1 ny20001615x26425.htm 425 FILED BY WALDENCAST ACQUISITION CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14A-12 OF THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: OBAGI GLOBAL HOLDINGS LIMITED; MILK MAKEUP LLC COMMISSION FILE NUMBER: 001-40207 The following press release was issued on May 24, 2022: Waldencast Announces Participation in the C |
|
May 24, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
|
May 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction of incorporation) (Co |
|
May 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction of incorporation) (Co |
|
May 24, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
|
May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40207 WALDENCAS |
|
May 13, 2022 |
As filed with the Securities and Exchange Commission on May 13, 2022. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 13, 2022. |
|
May 13, 2022 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 - TEL: (212) 735-3000 FAX: (212) 735-2000 WWW. |
|
May 13, 2022 |
EXCLUSIVE DISTRIBUTION AGREEMENT EX-10.36 3 ny20001615x23ex10-36.htm EXHIBIT 10.36 Exhibit 10.36 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. EXCLUSIVE DISTRIBUTION AGREEMENT This agreement (the “Agreement”) is made on June, 19 2019 (the “Effectiv |
|
May 13, 2022 |
EX-10.38 4 ny20001615x23ex10-38.htm EXHIBIT 10.38 Exhibit 10.38 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (this “Agreement”) dated July 13, 2017 is by and |
|
April 28, 2022 |
425 1 ea158987-8ka1425walden.htm AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayma |
|
April 28, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction o |
|
April 28, 2022 |
EX-99.1 2 ea158987ex99-1walden.htm ANALYST DAY PRESENTATION, DATED APRIL 27, 2022 Exhibit 99.1 Analyst Day Presentation April 27 th , 2022 Disclaimer We are a team deeply experienced across the beauty, wellness, and consumer goods industries, building a world - class brand development platform to identify, conceptualize, launch, and profitably scale brands Michel Brousset Founder and CEO 25+ years |
|
April 28, 2022 |
FILED BY WALDENCAST ACQUISITION CORP. 425 1 ny20001615x22425.htm 425 FILED BY WALDENCAST ACQUISITION CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14A-12 OF THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: OBAGI GLOBAL HOLDINGS LIMITED; MILK MAKEUP LLC COMMISSION FILE NUMBER: 001-40207 The following press release was issued on April 28, 2022: Waldencast Hosts Analyst Day NEW YORK, Ap |
|
April 28, 2022 |
EX-99.1 2 ea158987ex99-1walden.htm ANALYST DAY PRESENTATION, DATED APRIL 27, 2022 Exhibit 99.1 Analyst Day Presentation April 27 th , 2022 Disclaimer We are a team deeply experienced across the beauty, wellness, and consumer goods industries, building a world - class brand development platform to identify, conceptualize, launch, and profitably scale brands Michel Brousset Founder and CEO 25+ years |
|
April 27, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-4 (Form Type) Waldencast plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees Previously Paid Equity Waldencast plc Class A ordinary shares, $0. |
|
April 27, 2022 |
Exhibit 99.1 |
|
April 27, 2022 |
Exhibit 10.38 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (this ?Agreement?) dated July 13, 2017 is by and between .com Distribution Corp., a Delaware corpo |
|
April 27, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction of incorporation) ( |
|
April 27, 2022 |
DISTRIBUTION SERVICES AGREEMENT EX-10.30 6 ny20001615x19ex10-30.htm EXHIBIT 10.30 Exhibit 10.30 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. DISTRIBUTION SERVICES AGREEMENT This Distribution Services Agreement (this “Agreement”), effective as of |
|
April 27, 2022 |
EX-10.39 8 ny20001615x19ex10-39.htm EXHIBIT 10.39 Exhibit 10.39 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. MASTER SERVICES AGREEMENT AND STATEMENT OF WORK ADDENDUM This addendum agreement dated July 10, 2020 is e |
|
April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2022 Waldencast Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40207 98-1575727 (State or other jurisdiction of incorporation) ( |
|
April 27, 2022 |
Exhibit 4.5 Number of certificate Number of shares 1 Waldencast plc This is to certify that of is the registered holder of Class A Ordinary shares of US$0.0001 each being fully paid in the above-named company, subject to the memorandum and articles of association of the company. Given by the company on 2022 Director Director/ Secretary |