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United States securities and exchange commission logo
February 19, 2021
Michel Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re: Waldencast
Acquisition Corp.
Draft Registration
Statement on Form S-1
Submitted January
22, 2021
CIK No. 0001840199
Dear Mr. Brousset:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 Submitted January 22, 2021
Principal Shareholders, page 117
1. Please revise your
tabular disclosure to include the beneficial ownership of your directors,
officers, and directors
and officers as a group. In your footnote disclosure, please clarify
who or which entities
exercise control over your sponsor. For example, we note your
disclosure in footnote
3 that Messrs. Brousset, Dutra, and Souza participate in voting and
investment decisions
and your narrative disclosure that your sponsor has three members,
Waldencast Ventures,
Dynamo Master Fund and Burwell Mountain Trust. Consider
whether disclosure
should be provided regarding any indirect ownership interests of
Messrs. Brousset,
Dutra, and Souza in their individual disclosure.
Michel Brousset
FirstName
WaldencastLastNameMichel
Acquisition Corp.Brousset
Comapany19,
February NameWaldencast
2021 Acquisition Corp.
February
Page 2 19, 2021 Page 2
FirstName LastName
Index to Financial Statements, page F-1
2. We note you have adopted a December 31 fiscal year end and that your
audited results are
as of January 12, 2021 and for the period from December 8, 2020
through January 12,
2021. Please tell us how you determined that it is appropriate to
include results from
different fiscal periods in your audited financial statements.
You may contact Aamira Chaudry at 202-551-3389 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Gregg A. Noel, Esq.