If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. G9503X 103 |
|
1 |
Name of Reporting Person
Cedarwalk Skincare Ltd. |
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
x |
|
|
(b) |
o |
|
3 |
SEC Use Only |
|
4 |
Source of Funds
OO |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
6 |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
-0- Class A Ordinary Shares |
|
8 |
Shared Voting Power
28,237,500 Class A Ordinary Shares |
|
9 |
Sole Dispositive Power
-0- Class A Ordinary Shares |
|
10 |
Shared Dispositive Power
28,237,500 Class A Ordinary Shares |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
28,237,500 Class A Ordinary Shares |
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
13 |
Percent
of Class Represented by Amount in Row (11)
32.7%1 |
|
14 |
Type of Reporting Person (See Instructions)
HC |
|
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|
|
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1
Cedarwalk Skincare Ltd. is the holder of 32.7% of the Issuer’s Class A Ordinary Shares outstanding based upon the
share information contained in the Issuer’s Form 20-F (Annual Report – Foreign Issuer) (File No. 001-40207/221130896), dated
August 3, 2022 (“Issuer’s Form 20-F”). Pursuant to Issuer’s Form 20-F, as of the date thereof,
there were 107,564,779 ordinary shares of Issuer outstanding, consisting of 86,460,554 Waldencast plc Class A ordinary shares and 21,104,225
Waldencast plc Class B ordinary shares.
CUSIP No. G9503X 103 |
|
1 |
Name of Reporting Person
CWC Skincare Ltd. |
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
x |
|
|
(b) |
o |
|
3 |
SEC Use Only |
|
4 |
Source of Funds
OO |
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
6 |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
-0- Class A Ordinary Shares |
|
8 |
Shared Voting Power
28,237,500 Class A Ordinary Shares |
|
9 |
Sole Dispositive Power
-0- Class A Ordinary Shares |
|
10 |
Shared Dispositive Power
28,237,500 Class A Ordinary Shares |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
28,237,500 Class A Ordinary Shares |
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
13 |
Percent
of Class Represented by Amount in Row (11)
32.7% |
|
14 |
Type of Reporting Person (See Instructions)
HC |
|
|
|
|
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|
CUSIP No. G9503X 103 |
|
1 |
Name of Reporting Person
Sijue Dai |
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
x |
|
|
(b) |
o |
|
3 |
SEC Use Only |
|
4 |
Source of Funds
OO |
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
6 |
Citizenship or Place of Organization
Hong Kong |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
-0- Class A Ordinary Shares |
|
8 |
Shared Voting Power
28,237,500 Class A Ordinary Shares |
|
9 |
Sole Dispositive Power
-0- Class A Ordinary Shares |
|
10 |
Shared Dispositive Power
28,237,500 Class A Ordinary Shares |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person*
28,237,500 Class A Ordinary Shares |
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
13 |
Percent of Class Represented by Amount in Row (11)
32.7% |
|
14 |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
Item 1. | Security and Issuer. |
The
title and class of equity securities to which this Schedule 13D (this “Schedule”) relates are 28,237,500
Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”) of Waldencast plc, a public limited
company incorporated under the laws of Jersey (formerly known as Waldencast Acquisition Corp., a Cayman Islands exempted company, prior
to its domestication in Jersey) (the “Issuer”). The principal executive offices of the Issuer are located at
10 Bank Street, Suite 560, White Plains, NY 10606.
Please note that the Memorandum
and Articles of Association of the Issuer are incorporated by reference to Exhibit 1.1 to Issuer’s Form 20-F, filed with the SEC
by the Issuer on August 3, 2022.
Item 2. | Identity and Background. |
(a) – (c) This Schedule
13D is filed by the following direct and indirect beneficial owners of the Class A Shares (each, a “Reporting Person”):
1. Cedarwalk Skincare
Ltd., a Cayman Islands exempted company limited by shares (“Cedarwalk”)
2. CWC Skincare Ltd.,
a Cayman Islands exempted company limited by shares (“CWC”)
3. Sijue Dai, an individual
The principal business address
of each of the Reporting Persons listed above is c/o Cedarwalk Skincare Ltd., Room 3001-3010, 30F, China Resource Building, 26 Harbour
Road, Wanchai, Hong Kong.
The principal occupation of
Sijue Dai is to serve as the Director of Cedarwalk (which is wholly-owned by CWC), and to serve as the Director and sole shareholder of
CWC.
The principal business of
both Cedarwalk and CWC is to serve as an investment holding company.
(d) – (e) None of the
Reporting Persons has, during the last five (5) years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which
he, she or it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Sijue Dai is a Hong Kong citizen.
Item 3. | Source and Amount of Funds or Other Consideration. |
The
Class A Shares were issued to Cedarwalk as part of the merger consideration under an Agreement
and Plan of Merger dated November 15, 2021 (the “Merger Agreement”), by and among the Issuer, Obagi Merger Sub,
Inc., a Cayman Islands exempted company limited by shares (“Merger Sub”), and Obagi Global Holdings Ltd., a
Cayman Islands exempted company limited by shares (“Obagi Global”), pursuant to which, among other things, Merger
Sub merged with and into Obagi Global (then Cedarwalk’s wholly-owned subsidiary), the separate corporate existence of Merger Sub
ceased and Obagi Global became the surviving company and an indirect wholly owned subsidiary of the Issuer (the “Merger”).
The “Aggregate Merger Consideration,” as that term is defined in the Merger Agreement, consists of cash and the Class A Shares.
A copy of the Merger Agreement is incorporated herein 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 by the Issuer on July 1, 2022.
Item 4. | Purpose of Transaction. |
Each Reporting Person acquired
the Class A Shares for investment purposes in connection with the closing of the transactions contemplated by the Merger Agreement.
In connection with the closing
of the transactions contemplated by the Merger Agreement, Cedarwalk entered into the following agreements to which the Issuer is also
a party:
(a)
Obagi China Related Party Agreements: Pursuant to the Merger Agreement, in connection with the pre-closing distribution by Obagi
Holdings Company Limited, a Cayman Islands exempted company limited by shares (“Obagi Holdings”) to Obagi Global
and the distribution by Obagi Global to Cedarwalk of all of the issued and outstanding shares of capital stock of Obagi Hong Kong Limited,
a limited liability company incorporated under the laws of the Hong Kong Special Administrative Region (“Obagi Hong Kong”)
and certain related assets pursuant to distribution agreements, the following agreements were entered into at the closing of the transactions
contemplated by the Merger Agreement: (a) that certain Transition Services Agreement, dated as of July 27, 2022, by and among Obagi Cosmeceuticals
LLC, a Delaware limited liability company (“Obagi Cosmeceuticals” and, together with Obagi Holdings, “Obagi
Worldwide”), certain of Obagi Cosmeceuticals’ affiliates and Obagi Hong Kong, pursuant to which Obagi Cosmeceuticals
and certain of its affiliates shall provide transition services to Obagi Hong Kong (the “Transition Services Agreement”),
(b) that certain Intellectual Property License Agreement, dated as of July 27, 2022, by and among Obagi Worldwide and Obagi Hong Kong
pursuant to which Obagi Worldwide will exclusively license intellectual property relating to the Obagi brand to Obagi Hong Kong with respect
to the People’s Republic of China, inclusive of the Hong Kong Special Administrative Region, the Macau Special Administrative Region,
and Taiwan (the “China Region”) (the “Intellectual Property License Agreement”), and
(c) that certain Supply Agreement, dated as of July 27, 2022, by and between Obagi Cosmeceuticals and Obagi Hong Kong pursuant to which
Obagi Cosmeceuticals will supply products to Obagi Hong Kong for distribution and sale in the China Region (the “Supply Agreement”).
The description of the Transition Services Agreement, Intellectual Property License Agreement, and Supply Agreement (collectively, the
“Obagi China Related Party Agreements”) in the section titled “BCA Proposal – Related Agreements
– Related Agreements to the Obagi Merger” in Amendment No. 7 to the Registration
Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC by the Issuer on July 1, 2022, is incorporated herein by reference.
(b) Investor Rights Agreement:
At the closing of the transactions contemplated by the Merger Agreement, Cedarwalk entered into an Investors Rights Agreement dated July
27, 2022 with the Issuer and other parties (the “Investor Rights Agreement”), pursuant to which Cedarwalk will
have the right to nominate one director for election or appointment to the Board of the Issuer for so long as Cedarwalk holds of record
or beneficially owns common stock of Issuer equal to or exceeding 5% of the then-outstanding common stock of Issuer (the “Cedarwalk
Director”). Cedarwalk nominated Sicong (Simon) Dai – the brother of Sijue Dai – as the Cedarwalk Director, to
serve in the class of directors having the longest prospective term (i.e., at least three years). The description of Sicong Dai’s
qualifications and background in the section entitled Management of Waldencast plc Following the Business Combination in Amendment
No. 7 to the Registration Statement on Form F-4 (Reg. No. 33-262692), filed with the SEC by the
Issuer on July 1, 2022, is incorporated by reference herein. A copy of the Investor Rights Agreement is incorporated by reference
to Exhibit 4.28 on Issuer’s Form 20-F, filed with the SEC by the Issuer on August 3, 2022.
(c) Lock-Up Agreement:
At the closing of the transactions contemplated by the Merger Agreement, Cedarwalk entered into a lock-up agreement dated July 27, 2022
with the Issuer (the “Lock-Up Agreement”), pursuant to which Cedarwalk agreed not to transfer, assign or sell
the Class A Shares during the lock-up period, subject to various permitted transfer scenarios enumerated therein, as follows, (I) in the
case of the Class A Shares, until the earlier of (a) one year after the closing of the Merger Agreement, and (b)(i) if the last reported
sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, right issuances,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the date of the closing of the Merger Agreement or (ii) the date on which the Issuer completes a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of the Issuer’s shareholders having the right to exchange their
Class A ordinary shares of the Issuer for cash, securities or other property; and (II) in the event that a certain portion of the cash
consideration for the Merger Agreement is paid in equity of the Issuer as a result of the occurrence of certain events set forth in the
Merger Agreement, such equity of the Issuer received by Cedarwalk (the “Substitute Shares”), for the same period
as clause (I) above, provided that solely for the purpose of this clause (II), the term “one-year” in clause (I)(a) is replaced
with the term “six months.” A copy of the Lock-Up Agreement is filed herewith.
(d) Amended and Restated
Registration Rights Agreement: At the closing of the transactions contemplated by the Merger Agreement, Cedarwalk entered into a Registration
Rights Agreement dated July 27, 2022 with the Issuer and the other parties thereto (the “Amended and Restated Registration
Rights Agreement”), pursuant to which the Issuer agreed to register for resale, pursuant to Rule 415 under the Securities
Act of 1933, as amended, certain Issuer Class A ordinary shares and other equity securities of Issuer that are held by the parties thereto
(including Cedarwalk) from time to time, subject to the restrictions on transfer therein. A copy
of the Registration Rights Agreement is incorporated by reference to Exhibit 4.8 on Issuer’s Form 20-F, filed with the SEC by the
Issuer on August 3, 2022.
(e) Conditional Consent,
Waiver and Acknowledgment: In connection with the closing of the transactions contemplated by the Merger Agreement, Cedarwalk entered
into a Conditional Consent, Waiver and Acknowledgment dated June 13, 2022 with the Issuer and other parties (the “Conditional
Consent, Waiver and Acknowledgment”), pursuant to which the value of and cost associated with pre-closing inventory of Cedarwalk’s
subsidiary, Obagi Hong Kong, was agreed to be deducted from the cash portion of the consideration payable under the Merger Agreement to
Cedarwalk, subject to adjustment. Such reduction in the cash portion of the consideration payable under the Merger Agreement was not subject
to a corresponding increase in the stock consideration (i.e., the Class A Shares) that were issued to Cedarwalk. A
copy of the Conditional Consent, Waiver and Acknowledgment is incorporated by reference to Exhibit 10.42 to Amendment No. 7 to the Registration
Statement on Form F-4 (Reg. No. 33-262692), filed with the SEC by the Issuer on July 1, 2022.
Except for the Merger Agreement,
the Obagi China Related Party Agreements, the Investor Rights Agreement, the Lock-Up Agreement, the Amended and Restated Registration
Rights Agreement, the Conditional Consent, Waiver and Acknowledgment, and any other ancillary agreements entered into by the Reporting
Persons in connection therewith, none of the Reporting Persons currently has any plans or proposals which would be related to or would
result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation
of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate
a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board
of directors of the Issuer or other third parties regarding such matters.
Item 5. | Interest in Securities of the Issuer. |
Please
see Items 5, 6, 7, 8, 9, 10 and 11 of each cover sheet for each Reporting Person.
As a result of the closing
of the transactions contemplated by the Merger Agreement, Cedarwalk acquired and directly owns 28,237,500 Class A ordinary shares of the
Issuer. CWC, as the sole shareholder of Cedarwalk, may be deemed to be the beneficial owner of 28,237,500 Class A ordinary shares of the
Issuer. Sijue Dai, as the sole shareholder of CWC and as the Director of each of Cedarwalk and CWC, may be deemed to be the beneficial
owner of 28,237,500 Class A ordinary shares of the Issuer. Cedarwalk’s 28,237,500 Class A Ordinary Shares represent beneficial ownership
of 32.7% of the Issuer’s Class A ordinary shares.2
| (a) | See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by
reference. |
| (b) | See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by
reference. |
| (c) | Other than as disclosed above, there have been no reportable transactions with respect to the shares of
the Issuer within the last 60 days by the Reporting Persons other than as described in this Schedule 13D. |
2
Cedarwalk Skincare Ltd. is the holder of 32.7% of the Issuer’s Class A Ordinary Shares outstanding pursuant to the Issuer’s
Form 20F. Pursuant to Issuer’s Form 20-F, as of the date thereof, there were 107,564,779 ordinary shares of Issuer outstanding,
consisting of 86,460,554 Waldencast plc Class A ordinary shares and 21,104,225 Waldencast plc Class B ordinary shares.
Item 6. | Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer |
Please see the discussion in Items 3 and 4 above, concerning certain
agreements entered into in connection with the Merger, which discussion is incorporated herein by reference.
Item 7. | Material to Be Filed as Exhibits. |
Exhibit Number |
Description |
1 |
Agreement and Plan of Merger dated November 15, 2021 (Filed as Exhibit 2.1 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 333-262692), filed with the SEC by the Issuer on July 1, 2022 and hereby incorporated by reference). |
2 |
Investor Rights Agreement dated July 27, 2022 (Filed as Exhibit 4.28 on Issuer’s Form 20-F, filed with the SEC by the Issuer on August 3, 2022 and hereby incorporated by reference). |
3 |
Lock-Up Agreement dated July 27, 2022, filed herewith. |
4 |
Amended and Restated Registration Rights Agreement dated July 27, 2022 (Filed as Exhibit 4.8 on Issuer’s Form 20-F, filed with the SEC by the Issuer on August 3, 2022 and hereby incorporated by reference). |
5 |
Conditional Consent, Waiver and Acknowledgment dated June 13, 2022 (Filed as to Exhibit 10.42 to Amendment No. 7 to the Registration Statement on Form F-4 (Reg. No. 33-262692), filed with the SEC by the Issuer on July 1, 2022 and hereby incorporated by reference). |
6 |
Joint Filing Agreement dated August 5, 2022, filed herewith. |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 5, 2022
|
/s/ Sijue Dai |
|
Sijue Dai |
|
|
|
|
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CEDARWALK SKINCARE LTD. |
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|
By: |
/s/ Sijue Dai |
|
Name: |
Sijue Dai |
|
Title: |
Director |
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CWC SKINCARE LTD. |
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|
|
|
By: |
/s/ Sijue Dai |
|
Name: |
Sijue Dai |
|
Title: |
Director |