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 Number) |
|
(I.R.S. Employer |
of incorporation) |
|
|
|
Identification No.) |
10 Bank Street,
Suite 560 |
|
|
White
Plains, New York |
|
10606 |
(Address of principal
executive offices) |
|
(Zip Code) |
(917)
546-6828
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
Units,
each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
WALDU |
|
The
Nasdaq Stock Market LLC |
Class
A ordinary shares, par value $0.0001 per share |
|
WALD |
|
The
Nasdaq Stock Market LLC |
Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
WALDW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, 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.
Item
1.01 Entry Into A Material Definitive Agreement.
Conditional
Consent
As
previously disclosed, on November 15, 2021, Waldencast Acquisition Corp. (“Waldencast”) entered into an Agreement
and Plan of Merger (the “Obagi Merger Agreement”), by and among Waldencast, Obagi Merger Sub, Inc., a Cayman Islands
exempted company limited by shares (“Merger Sub”) and an indirect wholly owned subsidiary of Waldencast, and Obagi
Global Holdings Limited, a Cayman Islands exempted company limited by shares (“Obagi”), pursuant to which, among other
things, Merger Sub will merge with and into Obagi, the separate corporate existence of Merger Sub will cease and Obagi will be the surviving
company and an indirect wholly owned subsidiary of Waldencast (the “Merger”), as well as an Equity Purchase Agreement
(the “Milk Equity Purchase Agreement” and together with the Obagi Merger Agreement, the “Transaction Agreements”),
by and among Waldencast, Obagi Holdco 1 Limited, a limited company incorporated under the laws of Jersey, Waldencast Partners LP, a Cayman
Islands exempted limited partnership, Milk Makeup LLC, a Delaware limited liability company (“Milk”), certain members
of Milk and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of
Milk’s equityholders. As contemplated under the Obagi Merger
Agreement, Obagi and Cedarwalk Skincare Ltd., a Cayman Islands exempted company limited by shares and the current sole shareholder of
Obagi (“Cedarwalk”), will enter into a distribution agreement pursuant to which, among other things, prior to the
Merger, Obagi will distribute to Cedarwalk, all of the issued and outstanding shares of capital stock of Obagi Hong Kong Limited,
a limited company formed under the laws of Hong Kong (“Obagi Hong Kong”) (the “Distribution Agreement”).
On
June 13, 2022, Waldencast entered into a Conditional Consent, Waiver and Acknowledgement (the “Conditional Consent”),
by and among Waldencast, Merger Sub, Obagi Cosmeceuticals LLC, a Delaware limited liability company (“Obagi Cosmeceuticals”),
Obagi, Obagi Hong Kong and Cedarwalk. Pursuant to the Conditional Consent, the value of and cost associated with inventory on hand as
of five (5) business days prior to the extraordinary general meeting of the shareholders of Waldencast, which will be held to consider
and vote upon certain proposals, including a proposal to adopt the Obagi Merger Agreement, and acquired by Obagi Cosmeceuticals on behalf
and for the benefit of Obagi Hong Kong and its subsidiaries, that has not been paid for by Obagi Hong Kong, will be deducted from the
cash portion of the consideration payable under the Obagi Merger Agreement to Cedarwalk, subject to adjustment. Such reduction in the
cash portion of the consideration payable under the Obagi Merger Agreement will not be subject to a corresponding increase in the stock
consideration payable to Cedarwalk.
Further,
pursuant to the Conditional Consent, (i) intercompany receivables and payables between Obagi and certain of its affiliates, on the one
hand, and Cedarwalk, Obagi Hong Kong and certain of their affiliates, on the other hand, will be settled prior to the consummation of
the Distribution Agreement or will be released without payment and (ii) upon consummation the Distribution Agreement, all third-party
receivables and payables of Obagi Hong Kong and its subsidiaries outstanding immediately prior to the consummation of the Distribution
Agreement will be transferred to, and assumed by, Obagi Cosmeceuticals, which shall indemnify Obagi Hong Kong for losses of Obagi Hong
Kong to the extent of such third-party payables.
Pursuant
to the Conditional Consent, Obagi Hong Kong will pay Obagi and certain of its affiliates a royalty of two and three quarters percent
(2.75%) of gross sales on the specific inventory identified in the Conditional Consent that is sold during the ninety (90) days following
the consummation of the transactions contemplated by the Obagi Merger Agreement.
The
foregoing description of the Conditional Consent and the transactions contemplated thereby is not complete and is subject to and qualified
in its entirety by reference thereto, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of
the foregoing are incorporated by reference herein.
PIPE
Investment
As
previously disclosed, concurrently with the entry into the Transaction Agreements, on November 14, 2021, Waldencast entered into initial
subscription agreements (the “Initial Subscription Agreements”) with certain investors (collectively, the “Initial
PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the Initial PIPE Investors collectively
subscribed for 10,500,000 ordinary shares of common stock, par value $0.0001 per share, of Waldencast (following its Domestication (as
defined in the Transaction Agreements) (the “Waldencast Common Stock”) for an aggregate purchase price equal to $105,000,000
(the “Initial PIPE Investment”). On June 14, 2022, Waldencast entered into subsequent subscription agreements (the
“Subsequent Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription
Agreements”) with certain investors (collectively, the “Subsequent PIPE Investors”). Pursuant to, and on
the terms and subject to the conditions of the applicable Subsequent Subscription Agreement, the Subsequent PIPE Investors have collectively
subscribed for 800,000 shares of Waldencast Common Stock for an aggregate purchase price equal to $8,000,000 (the “Subsequent
PIPE Investment” and, together with the Initial PIPE Investment, the “PIPE Investment”). The PIPE Investment
will be consummated substantially concurrently with the closing of Waldencast’s initial business combination.
The
foregoing description of the Subscription Agreements and the transactions contemplated thereby is not complete and is subject to, and
qualified in its entirety by, the full text of the form of Subscription Agreements, a copy of which was filed as Exhibit 10.1 to Waldencast’s
Current Report on Form 8-K/A filed with the SEC on November 17, 2021, and which is incorporated herein by reference.
Item
5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements
of Certain Officers.
As previously announced, on April 18, 2022, Tassilo Festetics,
Chief Financial and Technology Officer and the principal financial officer of Waldencast, notified Waldencast of his intention to resign.
Effective June 10, 2022, the Board of Directors of Waldencast appointed Michel Brousset to serve as the principal financial officer of
Waldencast. Further biographical information regarding Mr. Brousset is included in the registration statement on Form F-4 and the proxy
statement/prospectus included therein, dated February 14, 2022, as amended, filed by Waldencast in connection with the transactions contemplated
by the Transaction Agreements. In connection with Mr. Brousset's appointment, Mr. Festetics's previously reported resignation became effective
June 10, 2022.
Additional
Information and Where to Find It
This communication relates to proposed transactions between Obagi and Waldencast
and Milk and Waldencast. This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect
to any securities or in respect of the potential transactions and shall not constitute an offer to sell or a solicitation of an offer
to buy the securities of Obagi or Milk, the combined company or Waldencast, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of such state or jurisdiction. In connection with the proposed transactions, Waldencast filed a registration statement on Form F-4
with the SEC on February 14, 2022, as amended by Amendment No. 1 to the registration statement on Form F-4 filed with the SEC on March
4, 2022, Amendment No. 2 to the registration statement on Form F-4 filed with the SEC on March 18, 2022, Amendment No. 3 to the registration
statement on Form F-4 filed with the SEC on April 27, 2022 and Amendment No. 4 to the registration statement on Form F-4 filed with the
SEC on May 13, 2022, which includes a document that serves as a prospectus and proxy statement of Waldencast (the “proxy
statement/prospectus”). The proxy statement/prospectus will be sent to all Waldencast shareholders. Waldencast also will
file other documents regarding the proposed transactions with the SEC. This communication does not contain all the information that should
be considered concerning the proposed transactions and is not intended to form the basis of any investment decision or any other decision
in respect of the proposed transactions. Before making any voting decision, investors and security holders of Waldencast are urged to
read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transactions as they become available because they will contain important information about the proposed
transactions.
Investors
and security holders may obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by Waldencast through the website maintained by the SEC at www.sec.gov.
The
documents filed by Waldencast with the SEC also may be obtained free of charge at Waldencast’s website at https://www.waldencast.com
or upon written request to 10 Bank Street, Suite 560, White Plains, NY 10606.
Participants
in the Solicitation
Waldencast,
Obagi, and Milk, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from Waldencast’s shareholders in connection with the proposed transaction. A list of the names of the directors and executive
officers of Waldencast and information regarding their interests in the business combinations is set forth in Waldencast’s registration
statement on Form S-1 (File No. 333-253370) filed with the SEC on March 15, 2021. Additional information regarding the interests of such
persons will be contained in the registration statement and the proxy statement/prospectus when available. You may obtain free copies
of these documents as described in the preceding paragraph.
No
Offer or Solicitation
This
communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of
an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities,
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933 as amended, and otherwise in accordance with applicable law.
Forward-Looking
Statements
This
communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
transactions among Obagi, Milk and Waldencast, including statements regarding the intended benefits of the transactions, the anticipated
timing of the transactions and the growth strategies of Waldencast, Obagi and Milk. These forward-looking statements generally are identified
by the words “estimates,” “projects,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,”
“should,” “future,” “propose,” “target,” “goal,” “objective,”
“outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are
intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are
outside the control of Waldencast, Obagi, and Milk, that could cause actual results or outcomes to differ materially from those discussed
in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include, but are not limited
to: (i) the risk that the transactions may not be completed in a timely manner or at all, which may adversely affect the price of Waldencast’s
securities, (ii) the risk that Waldencast shareholder approval of the proposed transactions is not obtained, (iii) the inability to recognize
the anticipated benefits of the proposed transactions, which may be affected by, among other things, the amount of funds available in
Waldencast’s trust account following any redemptions by Waldencast’s shareholders, (iv) the failure to receive certain governmental
and regulatory approvals, (v) the inability to complete the PIPE Investment or the Forward Purchase Agreements investments (as such terms
are defined in the registration statement on Form F-4 discussed above), (vi) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Obagi Merger Agreement or the Milk Equity
Purchase Agreement (as such terms are defined in the registration statement on Form F-4 discussed above), (vii) changes in general economic
conditions, including as a result of the COVID-19 pandemic, (viii) the outcome of litigation related to or arising out of the proposed
transactions, or any adverse developments therein or delays or costs resulting therefrom, (ix) the effect of the announcement or pendency
of the transactions on Obagi’s or Milk’s business relationships, operating results, and businesses generally, (x) the ability
to continue to meet Nasdaq’s listing standards following the consummation of the proposed transactions, (xi) costs related to the
proposed transactions, (xii) that the price of Waldencast’s securities may be volatile due to a variety of factors, including Waldencast’s,
Obagi’s or Milk’s inability to implement their business plans or meet or exceed their financial projections and changes in
the combined capital structure, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion
of the proposed transactions, and identify and realize additional opportunities and (xiv) the ability of Obagi and Milk to implement
their strategic initiatives and continue to innovate their existing products and anticipate and respond to market trends and changes
in consumer preferences. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties described in the “Risk Factors” section of Waldencast’s registration statement on Form
S-1 (File No. 333-253370), the registration statement on Form F-4 discussed above, the proxy statement/prospectus and other documents
filed or that may be filed by Waldencast from time to time with the SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Obagi, Milk and Waldencast assume no obligation and do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. Neither Waldencast, Obagi, or Milk gives any assurance that Waldencast,
Obagi or Milk, or the combined company, will achieve their expectations.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are being filed herewith:
Exhibit
No. |
|
Description |
2.1 |
|
Conditional
Consent, Waiver and Acknowledgment, dated as of June 13, 2022, by and among Waldencast, Merger Sub, Obagi Cosmeceuticals, Obagi,
Obagi Hong Kong and Cedarwalk.* |
10.1 |
|
Form of Subscription Agreements (incorporated by reference to Exhibit 10.1 of Waldencast Acquisition Corp.’s Current Report on Form 8-K/A, filed with the SEC on November 17, 2021) |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules
to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10). The Registrant agrees to furnish supplementally
a copy of all omitted schedules to the Securities and Exchange Commission upon its request. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
WALDENCAST ACQUISITION CORP. |
|
|
|
By: |
/s/
Michel Brousset |
|
|
Name: |
Michel Brousset |
|
|
Title: |
Chief Executive Officer |
Date: June 15, 2022 |
|
|
|
4
Waldencast (NASDAQ:WALD)
Historical Stock Chart
From Feb 2024 to Mar 2024
Waldencast (NASDAQ:WALD)
Historical Stock Chart
From Mar 2023 to Mar 2024