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 EXCHANGE ACT OF 1934
OR
☒
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
July 27, 2022
Commission File Number: 001-40207
Waldencast plc
(Exact name of Registrant as specified in its charter)
| Not applicable | | Jersey |
| (Translation of Registrant’s name into English) | | (Jurisdiction of incorporation or organization) |
10 Bank Street, Suite 560
White Plains, NY 10606
(917) 546-6828
(Address of principal executive offices)
Michel Brousset
Chief Executive Officer
c/o Waldencast plc
10 Bank Street, Suite 560
White Plains, NY 10606
(917) 546-6828
(Name, Telephone, Email and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of exchange on which registered |
| Class A ordinary shares, par value $0.0001 per share | | WALD | | Nasdaq Stock Market LLC |
| Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | | WALDW | | Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant
to Section 12(g) of the Act: None
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report:
On August 3, 2022, the issuer had 107,564,779 ordinary
shares outstanding, consisting of 86,460,554 outstanding Waldencast plc Class A ordinary shares, par value $0.0001 per share, and 21,104,225
outstanding Waldencast plc Class B ordinary shares, par value $0.0001 per share.
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. Yes ☐ No ☐
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | | Accelerated filer ☐ | | Non-accelerated filer | ☒ |
| | | | | Emerging growth company | ☒ |
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
†The term “new or revised financial accounting
standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after
April 5, 2012.
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☐
Indicate by check mark which basis of accounting the
registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | | International Financial Reporting Standards as issued | | | | | | Other ☐ |
| | | by the International Accounting Standards Board | | ☐ | | | | |
If “Other” has been checked in response
to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐
Item 18 ☐
If this is an annual report, indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☐
TABLE OF CONTENTS
EXPLANATORY NOTE
This Amendment No. 1 to the Shell Company Report on
Form 20-F of Waldencast plc (the “Company”) amends the Company’s Shell Company Report on Form 20-F (the “Original
20-F”), which was filed with the Securities and Exchange Commission on August 3, 2022. The Company is filing this Amendment No.
1 solely for the purposes of re-filing as Exhibit 4.9 the Waldencast plc 2022 Incentive Award Plan (the “Plan”), to include
the final number of shares reserved under the Plan.
This Amendment No. 1 consists of a cover page, this
explanatory note, the exhibit index, the signature page and Exhibit 4.9.
Except as described above, this Amendment No. 1 does
not, and does not purport to, amend, modify or restate any information set forth in the Original 20-F, or reflect any events that occurred
subsequent to the filing of the Original 20-F on August 3, 2022.
PART III
ITEM 19. EXHIBITS
EXHIBIT INDEX
EXHIBIT
NUMBER |
|
DESCRIPTION |
| 1.1** |
|
Memorandum and Articles of Association of Waldencast plc. |
| 2.1+ |
|
Specimen ordinary share certificate of Waldencast plc (incorporated by reference to Exhibit 4.5 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 2.3 |
|
Warrant Agreement, dated March 15, 2021, between Waldencast Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.1 |
|
Agreement and Plan of Merger, dated as of November 15, 2021, by and among the Company, Merger Sub and Obagi (incorporated by reference to Exhibit 2.1 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.2 |
|
Equity Purchase Agreement, dated as of November 15, 2021, by and among the Company, Waldencast LP, Holdco Purchaser, Milk, the Milk Members and the Equityholder Representative (incorporated by reference to Exhibit 2.2 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.3 |
|
Sponsor Support Agreement, dated November 15, 2021, by and among the Sponsor, the Company, certain directors of the Company and Obagi (incorporated by reference to Exhibit 10.1 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.4 |
|
Sponsor Support Agreement, dated November 15, 2021, by and among the Sponsor, the Company and Milk (incorporated by reference to Exhibit 10.2 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.5 |
|
Stockholder Support Agreement, dated November 15, 2021, by and among the Company, Cedarwalk Skincare Ltd. And Obagi (incorporated by reference to Exhibit 10.3 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.6 |
|
Form of Subscription Agreement, by and between the Company and the undersigned subscriber party thereto (incorporated by reference to Exhibit 10.4 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.7 |
|
Form of Lock-Up Agreement (incorporated by reference to Exhibit G of Exhibit 2.1 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.8** |
|
Amended and Restated Registration Rights Agreement, dated July 27, 2022, by and among the Company, the Sponsor, certain former shareholders of Obagi and certain former members of Milk. |
| 4.9* |
|
Waldencast plc 2022 Incentive Award Plan. |
| 4.10 |
|
Letter Agreement, dated March 15, 2021, among the Company, the Sponsor and the Sponsor’s officers and directors (incorporated by reference to Exhibit 10.6 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.11 |
|
Investment Management Trust Agreement, dated March 15, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.7 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.12 |
|
Administrative Services Agreement, dated March 15, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.8 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.13 |
|
Sponsor Warrants Purchase Agreement, dated March 15, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.9 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.14** |
|
Indemnity Agreement, dated July 27, 2022, between the Company and Michel Brousset. |
| 4.15** |
|
Indemnity Agreement, dated July 27, 2022, between the Company and Felipe Dutra. |
| 4.16** |
|
Indemnity Agreement, dated July 27, 2022, between the Company and Cristiano Souza. |
| 4.17** |
|
Indemnity Agreement, dated July 27, 2022, between the Company and Sarah J. Brown. |
| 4.18** |
|
Indemnity Agreement, dated July 27, 2022, between the Company and Juliette Hickman. |
| 4.19** |
|
Indemnity Agreement, dated July 27, 2022, between the Company and Lindsay Pattison. |
| 4.20** |
|
Indemnity Agreement, dated July 27, 2022, between the Company and Zack Werner. |
| 4.21** |
|
Indemnity Agreement, dated July 27, 2022, between the Company and Aaron Chatterley. |
| 4.22** |
|
Indemnity Agreement, dated July 27, 2022, between the Company and Simon Dai. |
| 4.23 |
|
Promissory Note, dated January 12, 2021, issued to the Sponsor (incorporated by reference to Exhibit 10.18 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.24 |
|
Promissory Note, dated August 18, 2021, issued to the Sponsor (incorporated by reference to Exhibit 10.19 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.25 |
|
Forward Purchase Agreement, dated February 22, 2021, by and among the Company, the Sponsor and Dynamo Master Fund (incorporated by reference to Exhibit 10.24 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.26 |
|
Forward Purchase Agreement, dated March 1, 2021, between the Company and Beauty Ventures (incorporated by reference to Exhibit 10.25 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.27 |
|
Assignment, Assumption and Joinder Agreement to the Forward Purchase Agreement, dated December 20, 2021, between the Sponsor and Burwell Mountain PTC LLC, as trustee of Burwell Mountain Trust (incorporated by reference to Exhibit 10.26 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.28** |
|
Investor Rights Agreement, by and among the Company, Cedarwalk Skincare Ltd., the Sponsor and CWC Skincare Ltd., the guarantor of Cedarwalk Skincare Ltd.’s obligations thereunder. |
| 4.29 |
|
Promissory Note, dated May 20, 2022, issued to the Sponsor (incorporated by reference to Exhibit 10.43 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC on July 1, 2022). |
| 4.30 |
|
Promissory Note, dated July 15, 2022, issued to the Sponsor (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on July 15, 2022). |
| 4.31**+ |
|
Credit Agreement, dated June 24, 2022, by and among Waldencast Finco Limited, Waldencast Partners LP, as the parent guarantor, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. |
| 4.32** |
|
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. |
| 4.33** |
|
Joinder to the Letter Agreement, dated as of July 7, 2022, by and between the Company and Burwell Mountain PTC LLC, as trustee of Burwell Mountain Trust. |
| 4.34** |
|
Joinder to the Letter Agreement, dated as of December 16, 2021, by and between the Company and Aaron Chatterley. |
| 4.35** |
|
Joinder to the Letter Agreement, dated as of July 27, 2022, by and between the Company and Simon Dai. |
| 15.1** |
|
Unaudited Pro Forma Condensed Combined Financial Information of the Company, Obagi and Milk. |
| * | Filed herewith. |
| | |
| ** | Previously filed in our Shell Company Report on Form 20-F filed with the
SEC on August 3, 2022. |
| + | Portions of this exhibit have
been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Company customarily and actually treats that information
as private or confidential and the omitted information is not material. |
SIGNATURE
The registrant hereby certifies that it meets all
of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to
Form 20-F on its behalf.
| |
WALDENCAST PLC |
| |
|
|
| August 3, 2022 |
By: |
/s/ Michel Brousset |
| |
|
Name: |
Michel Brousset |
| |
|
Title: |
Chief Executive Officer |
4
US
New York
688
Marcum LLP
true
--12-31
Q1
2022-03-31
0001840199
0001840199
2022-01-01
2022-03-31
0001840199
dei:BusinessContactMember
2022-01-01
2022-03-31
0001840199
us-gaap:CommonClassAMember
2022-08-03
0001840199
us-gaap:CommonClassBMember
2022-08-03
xbrli:shares
