WALD Waldencast PLC

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Basis of Presentation

Waldencast and its consolidated subsidiaries (the “Company”) has prepared the accompanying condensed consolidated financial statements pursuant to generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

In the Company's opinion, all adjustments considered necessary for a fair presentation have been included. These statements omit certain information and footnote disclosures required for complete annual financial statements and, therefore, should be read in conjunction with the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023. Results of operations for the period ended June 30, 2024 are not necessarily indicative of the expected results for the remainder of the fiscal year.

Unless the context requires otherwise, the “Company” refers to Waldencast together with its consolidated subsidiaries.

Principles of Consolidation—The accompanying condensed consolidated financial statements include the accounts of Waldencast and its consolidated subsidiaries. The Company consolidates entities in which the Company has a majority voting interest. The Company eliminates intercompany transactions and accounts in consolidation. The Company separately presents within equity on the condensed consolidated balance sheets the ownership interests attributable to parties with noncontrolling interests in the Company's consolidated subsidiaries, and separately presents net income attributable to such parties on the condensed consolidated statements of operations and comprehensive loss.

Emerging Growth Company—Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or do not have a class of securities registered under the Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates—The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, revenue recognition, stock-based compensation, goodwill valuation, inventory valuation, and valuation allowance for deferred tax assets. The Company bases its estimates on historical experience and assumptions that it believes are reasonable at the time. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive loss.

Concentrations of Credit Risk—Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash balances in accounts held by major banks and financial institutions located primarily in the U.S. and considers such risk to be

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minimal. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation insurance limit.

The Company’s accounts receivable primarily represent amounts due from distributors, and third-party logistics companies, directly and indirectly from major retailers, and from group purchasing organizations located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions, requiring customer advance payments in certain circumstances. The Company generally does not require collateral.

As of June 30, 2024, two U.S. customers accounted for 22% and 11% of accounts receivable, respectively. As of December 31, 2023, one U.S. customer accounted for 27% of accounts receivable.

During the six months ended June 30, 2024, two vendors exceeded 10% of inventory purchases. During the six months ended June 30, 2023, one vendor exceeded 10% of inventory purchases. During the six months ended June 30, 2024, the Company purchased approximately 13% and 12% of inventory from two vendors. During the six months ended June 30, 2023, the Company purchased approximately 16% and 10% of inventory, respectively, from two vendors.

As of June 30, 2024, one vendor accounted for 23% of accounts payable. As of December 31, 2023, one vendor accounted for 18% of accounts payable.

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance requires an acquirer to, at the date of acquisition, recognize and measure the acquired contract assets and contract liabilities acquired in the same manner that they were recognized and measured in the acquiree’s financial statements before the acquisition. This guidance is effective for interim and annual periods beginning after December 15, 2023 for an EGC company, with early adoption permitted. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date. The Company adopted this standard as of January 1, 2024 and will apply the standard to any business combination prospectively. The adoption of this new standard has no effect on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Standards, Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively however, retrospective application is also permitted. The Company is in the process of assessing the impact of this ASU on its future condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the Company’s chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. This guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented in the financial statements. The Company is in the process of assessing the impact of this ASU on its future condensed consolidated financial statements, but does not expect it to have a material impact.

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The Company disaggregates its revenue from customers by sales channel, as well as by revenue source and geographic region, based on the location of the end customer, as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

Revenue by Sales Channel

The Company’s revenue is primarily generated from product sales. Direct sales revenue listed in the table below includes (i) sales to physicians through the Physician Channel Provider, (ii) DTC sales via the Company’s e-commerce platforms, and (iii) sales directly to retailers. Distributors revenue includes products sold through distributors other than the Physician Channel Provider.

Total revenue by sales channel was as follows for the periods indicated:

			Six months ended June 30, 2024																		Six months ended June 30, 2023
(In thousands of U.S. dollars)			Obagi Medical						Milk Makeup						Total						Obagi Medical						Milk Makeup						Total
Revenue by Sales Channel
Direct sales			$	46,300					$	60,933					$	107,233					$	33,766					$	51,087					$	84,853
Distributors			19,663						2,285						21,948						20,897						1,237						22,134
Net product sales			$	65,963					$	63,218					$	129,181					$	54,663					$	52,324					$	106,987
Royalties			2,401						—						2,401						2,351						—						2,351
Net revenue			$	68,364					$	63,218					$	131,582					$	57,014					$	52,324					$	109,338

For the six months ended June 30, 2024, two customers accounted for 22% and 20% of the Company’s revenue, respectively. For the six months ended June 30, 2023, two customers accounted for 26% and 22% of the Company’s revenue.

The Physician Channel Provider is an authorized wholesale distributor and service provider for the Company in the U.S. Revenue from sales to physicians and e-commerce customers made through this provider are considered direct sales revenue. The Physician Channel Provider is also a distributor of the Company’s products to other channels, such as the spa channel, and the related sales are considered distributor revenue (in which instances it is referred to as the “Spa Channel Distributor”).

Revenue by Geographic Region

Total revenue by geographic region, based on the location of the end customer, was as follows for the periods indicated:

(In thousands of U.S. dollars)															Six months ended June 30, 2024						Six months ended June 30, 2023
Revenue by Geographic Region
North America															$	95,469					$	75,326
Rest of the World															33,712						31,661
Net product sales															$	129,181					$	106,987
Royalties															2,401						2,351
Total															$	131,582					$	109,338

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During the six months ended June 30, 2024, the one country that accounted for more than 10% of the Company’s total revenues were the United States, with net product sales amounting to $90.0 million.

During the six months ended June 30, 2023, the one country that accounted for more than 10% of the Company’s total revenues were the United States, with net product sales amounting to $71.2 million.

Intangible assets, net consisted of the following as of June 30, 2024:

(In thousands of U.S. dollars)			Weighted Average Useful Lives (Years)						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Trademark and trade name			14						$	559,763					$	(81,071)					$	478,692
Customer relationships			11						36,000						(6,124)						29,876
Supply agreement			5						38,900						(14,995)						23,905
Formulations			8						28,900						(6,889)						22,011
Patents			20						211						(12)						199
Total									$	663,774					$	(109,091)					$	554,683

Intangible assets, net consisted of the following as of December 31, 2023:

(In thousands of U.S. dollars)			Weighted Average Useful Lives (Years)						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Trademark and trade name			14						$	559,644					$	(59,989)					$	499,655
Customer relationships			11						36,000						(4,532)						31,468
Supply agreement			5						38,900						(11,105)						27,795
Formulations			8						28,900						(5,101)						23,799
Patents			20						154						(8)						146
Total									$	663,598					$	(80,735)					$	582,863

Amortization expense was $28.3 million and $28.0 million for the six months ended June 30, 2024 and six months ended June 30, 2023, respectively.

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(In thousands of U.S. dollars)			Maturity Date						As of June 30, 2024						As of December 31, 2023
2022 Term Loan			July 2026						$	159,688					$	161,875
Note Payable			May 2024						—						968
2022 Revolving Credit Facility			July 2026						15,000						—
Unamortized debt issuance costs									(3,162)						(3,050)
Net carrying amount									$	171,526					$	159,793
Less: Current portion of long-term debt									(26,237)						(8,529)
Total long-term portion									$	145,289					$	151,264

Note Payable — Directors and Officers (“D&O”) Insurance

In August 2023, the Company entered into an agreement with a financing company for $2.4 million to finance its D&O insurance policy. The terms of the agreement stipulated equal monthly payments of principal and interest payments of $0.2 million over a ten-month period, ending in May 2024, which had been fully repaid as of June 30, 2024. Interest is accrued on this loan at an annual rate of 8.2%.

2022 Credit Agreement

In June 2022, the Borrower, a wholly-owned subsidiary of the Company, together with Waldencast Partners LP and certain of its subsidiaries as guarantors, entered into the 2022 Credit Agreement with the Lenders and JPMorgan, as administrative agent for the Lenders. The 2022 Credit Agreement provides the Company with access to a term loan of $175.0 million (the “2022 Term Loan”) and a revolving credit capacity with a current borrowing capacity of up to $45.0 million (the “2022 Revolving Credit Facility”), of which up to $7.5 million may be available, at Borrower’s option, to be drawn in form of letters of credit (“2022 Letter of Credit”). The 2022 Credit Agreement is secured by the assets of the Company. The 2022 Credit Agreement restricts the Company’s ability to make certain distributions or dividends, subject to a number of enumerated exceptions.

The 2022 Credit Agreement matures on July 27, 2026, four years following the funding date. The Company may elect to borrow either alternate base rate borrowings or term benchmark borrowings. Each draw that is an alternate base rate borrowing bears interest at an Alternate Base Rate (as defined in the 2022 Credit Agreement) plus the applicable rate of 2.5% per annum. Each draw that is a term benchmark borrowing bears interest at the Term SOFR Rate (as defined in the 2022 Credit Agreement), which resets periodically, plus 0.1% and the applicable rate of 3.5% per annum. As of June 30, 2024, borrowings under the 2022 Credit Agreement consisted entirely of term benchmark borrowings at a borrowing rate of 7.9%. The carrying amount of debt approximates fair value due to the adjusting interest rates of the term loan, which approximate current market rates.

In connection with the issuance of the 2022 Credit Agreement, the Company incurred $6.3 million of debt issuance costs. As of June 30, 2024, the Company had unpaid principal of $159.7 million and $15.0 million on the 2022 Term Loan and the 2022 Revolving Credit Facility, respectively. The 2022 Term Loan and the 2022 Revolving Credit Facility had total unamortized debt issuance costs of $3.2 million as of June 30, 2024. As of June 30, 2024, the weighted average interest rate was 8.5% for the 2022 Term Loan and 8.9% for the 2022 Revolving Credit Facility. The current liability portion of the 2022 Term Loan and the 2022 Revolving Credit Facility was $13.1 million and $15.0 million, respectively. The current portion of the unamortized debt issuance costs on the 2022 Term Loan and the 2022 Revolving Credit Facility was $1.2 million and $0.7 million, respectively. The accrued interest was $1.5 million as of June 30, 2024. Unamortized debt issuance costs on the 2022 Letter of Credit is $0.1 million, which is recorded in other current assets in the condensed consolidated balance sheets.

Waiver and Consent and Amendment to the 2022 Credit Agreement

In May 2023, the Borrower entered into a waiver and consent agreement with JPMorgan and the required Lenders to, among other things, waive certain defaults or events of default that had or would have resulted from the failure to deliver certain financial information and related reports. In June 2023, the Borrower entered into a subsequent

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waiver and consent agreement with JPMorgan and the required Lenders, pursuant to which they agreed to, among other things, (a) continue to waive certain defaults or events of default that had or would have resulted from the failure to deliver certain financial information and (b) suspend the testing of certain financial covenants in the 2022 Credit Agreement.

In August 2023, the Borrower entered into a subsequent waiver and consent agreement with JPMorgan and the required Lenders, pursuant to which they agreed to, among other things, (i) waive any default or event of default that has or would result from the failure to deliver certain financial information and related reports with respect to the fiscal year of the Borrower ended December 31, 2022 and the fiscal quarters of the Borrower ended March 31, 2023 and June 30, 2023, respectively and (ii) suspend the testing of certain financial covenants set forth in the 2022 Credit Agreement. Such waiver would remain in effect until September 15, 2023.

In September 2023, the Borrower and Waldencast Partners LP entered into the second amendment and waiver to the 2022 Credit Agreement (the “Second Amendment”) with JPMorgan and the required Lenders, pursuant to which they agreed to (i) waive any default or event of default that has or would result from (a) the failure to deliver certain financial information and related reports, (b) any inaccuracy or misrepresentation in certain historical financial statements previously delivered to JPMorgan and (c) certain historical breaches of the financial covenants and (ii) amend the 2022 Credit Agreement to, among other things, modify the existing financial covenant tests. The Borrower subsequently delivered all of the outstanding financial information and related reports referred to above. The Second Amendment also (i) included additional restrictions on the Borrower’s, Waldencast Partners LP's and certain of their subsidiaries’ ability to incur certain types of additional indebtedness, make certain acquisitions and investments, create certain liens, dispose of certain assets and make certain types of restricted payments, (ii) established a minimum liquidity covenant of $15.0 million, which is certified on a monthly basis, and (iii) introduced additional financial reporting obligations, in each case until the earlier of September 30, 2024 or such earlier time that the Borrower elects to test the financial covenants in the same manner as prior to giving effect to the Amendment.

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The Company has operating leases for real estate properties for office and warehouse space with initial terms of approximately 8 and 11 years, respectively. Some of the Company’s lease contracts include options to extend the leases for up to 5 years. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants.

The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether the Company has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset that the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company includes options that are reasonably certain to be exercised as part of the lease term. The Company may negotiate termination clauses in anticipation of any changes in market conditions but generally, these termination options are not exercised and not considered in the determination of the lease term. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. ROU assets are recognized on the balance sheet based on the lease liability adjusted for any initial direct costs, lease incentives received, and prepaid rent.

The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of the Company’s leases is not readily determinable. The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be, and resulting interest the Company would pay, to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred. The Company has elected not to separate non-lease components from lease components and accounts for them as a single lease component. The Company has also elected the short-term lease recognition exemption for all leases that qualify.

The Company’s lease expenses of $1.8 million during both of the six months ended June 30, 2024 and six months ended June 30, 2023 were composed of operating lease costs. The Company does not have any finance leases, short-term lease costs or variable lease costs.

Supplemental cash flow information related to the Company’s operating leases was as follows:

(In thousands of U.S. dollars)																		Six months ended June 30, 2024						Six months ended June 30, 2023
Cash paid for amounts included in the measurement of operating lease liabilities:																		$	1,882					$	1,686
Right-of-use assets obtained in exchange for new operating lease liabilities:																		$	131					$	199

Texas Leases

In December 2021 and July 2022, Obagi entered into a lease for a warehouse and office space, respectively, in Texas as part of their plans to relocate headquarters from California.

The warehouse space was never made operational and the Company permanently decided not to use the warehouse with no intention to occupy or utilize the space in the future, and actively began marketing the space for sublease. The Company entered into a sublease for the warehouse space that will run through February 2032 with annual rent of $0.3 million. The sublease does not contain a provision for early termination or extension at the end of the lease. As a result, the Company recorded an impairment charge of $0.8 million during the year ended December 31, 2023 which was the excess of the carrying value of the associated lease right-of-use asset over its fair value.

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In September 2023, Obagi vacated the Texas office space and relocated its headquarters back to California, permanently deciding to not use the office with no intention to occupy or utilize the space in the future, and actively began marketing the space for sublease. The Company has entered into a sublease for the office space that will run through December 2025 with annual rent of $0.4 million. The sublease does not contain a provision for early termination or extension at the end of the lease. As a result, the Company recorded an impairment charge of $2.7 million during the year ended December 31, 2023 which was the excess of the carrying value of the associated office lease right-of-use asset over its fair value.

The Company estimated the fair values using discounted cash flows from the estimated net sublease rental income as of the date the decision to sublease was made. The impairment charges are included in general, administrative, and other expenses in the condensed consolidated statements of operations.

Interest Rate Collar

To mitigate interest rate risk in connection with the variable rate loans under the 2022 Credit Agreement, the Company entered into an interest rate collar with Wells Fargo Bank, N,A. (“Wells Fargo”) in October 2022 for a notional value of $160.0 million and a fixed cash payment of $0.8 million. Under the terms of the interest rate collar, the Company is required to pay Wells Fargo if the monthly SOFR-based interest falls below the defined interest rate floor of 2.55%; conversely, the Company is entitled to receive payment from Wells Fargo if the monthly SOFR-based interest rate rises above the defined interest rate cap of 5.25%. Settlement in cash occurs monthly, if contractually required, until termination of the agreement in October 2024, and the variable interest rate is reset on the last day of each month.

This derivative instrument has not been designated for hedge accounting, therefore the change in fair value is recognized in current period earnings. The fair value of these contracts, included in other non-current assets was $0.2 million and $0.1 million as of June 30, 2024 and December 31, 2023, respectively. The non-cash gain from change in fair value was $0.1 million during the six months ended June 30, 2024, recognized in other income, net. The non-cash gain from change in fair value was $0.3 million during the six months ended June 30, 2023, recognized in other income, net. Receipts of less than $0.1 million were exchanged on the interest rate collar contract during the six months ended June 30, 2024. No receipts were exchanged on the interest rate collar contract during the six months ended June 30, 2023.

Warrant Liabilities

Pursuant to Waldencast’s IPO, the Company issued 11,499,950 Public Warrants to third-party investors. Simultaneously with the closing of the IPO, Waldencast completed the private sale of 5,933,333 warrants (the “Sponsor Warrants”) to the Sponsor. Also, in connection with the IPO, on February 22, 2021, Waldencast, the Sponsor and Zeno Investment Master Fund (f/k/a Dynamo Master Fund, a member of the Sponsor (“Zeno”), entered into a Forward Purchase Agreement (the “Sponsor FPA”), which was subsequently amended by the assignment and assumption agreement entered into by and between the Sponsor and Burwell Mountain Trust (“Burwell”) on December 20, 2021. Under the assignment and assumption agreement, Sponsor assigned, and Burwell assumed, all of the Sponsor’s rights and benefits under the Sponsor FPA, pursuant to which, Burwell and Zeno committed to subscribe for and purchase 16,000,000 Waldencast Class A ordinary shares and 5,333,333 warrants (the “Sponsor FPA Warrants”) in connection with the closing of the Business Combination. In addition, Waldencast and Beauty Ventures LLC (“Beauty Ventures”) entered into a Forward Purchase Agreement on March 1, 2021 (the “Third-Party FPA”, and together with the Sponsor FPA, the “FPAs”), pursuant to which Beauty Ventures committed to subscribe for and purchase up to 17,300,000 Class A ordinary shares and 5,766,666 warrants (the “Third-Party FPA Warrants” and together with the Sponsor FPA Warrants, the “FPA Warrants”) for an aggregate commitment amount of $173.0 million, in connection with the closing of Waldencast’s initial business combination. Finally, in connection with the Business Combination, Waldencast issued 1,000,000 warrants to settle $1.5 million working capital loans with its Sponsor, the terms of which are identical to the Sponsor FPA Warrants (the “Sponsor Loan Warrants”). The Sponsor Loan Warrants and Third-Party FPA Warrants are collectively referred to as the “Private Placement Warrants”.

As of June 30, 2024, all of the above-noted warrants, totaling 29,533,282, remained issued and outstanding. The Company recognized a gain of $20.7 million and a gain of $1.1 million from the change in fair value of the Public Warrants and Private Placement Warrants in the Company’s condensed consolidated statements of operations and comprehensive loss during the six months ended June 30, 2024 and six months ended June 30, 2023, respectively.

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Following the change in jurisdiction of incorporation from the Cayman Islands to Jersey (the “Domestication”), Public Warrants and Private Placement Warrants each entitle the holder to purchase one share of the Company’s Class A ordinary shares at an exercise price of $11.50 per share. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued and only whole warrants can trade. The Public Warrants became exercisable 30 days after the completion of the Business Combination. The Public Warrants will expire June 27, 2027 or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:

–in whole and not in part;

–upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption, based on the redemption date and the “fair market value” of the Class A ordinary shares;

–at a price of $0.01 per warrant if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

–At a price of $0.01 per warrant if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and

–if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants.

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The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis by level within the fair value hierarchy:

			As of June 30, 2024
(In thousands of U.S. dollars)			Total						Quoted Prices in Active Market						Significant Other Observable Inputs						Significant Other Unobservable Inputs
Description									(Level 1)						(Level 2)						(Level 3)
Assets:
Interest rate collar			$	172					$	—					$	172					$	—
Liabilities:
Derivative warrant liabilities - Public			$	3,149					$	3,149					$	—					$	—
Derivative warrant liabilities - Private			$	4,825					$	—					$	4,825					$	—

			As of December 31, 2023
(In thousands of U.S. dollars)			Total						Quoted Prices in Active Market						Significant Other Observable Inputs						Significant Other Unobservable Inputs
Description									(Level 1)						(Level 2)						(Level 3)
Assets:
Interest rate collar			$	61					$	—					$	61					$	—
Liabilities:
Derivative warrant liabilities - Public			$	11,155					$	11,155					$	—					$	—
Derivative warrant liabilities - Private			$	17,492					$	—					$	17,492					$	—

Private derivative warrants are classified as Level 2 financial instruments. The fair value of the Level 2 Private Placement Warrant liabilities has been measured based on the fair value of Public Warrant liabilities. The interest rate collar has been measured at net present value by projecting future cash flows and discounting the future amounts to a present value using market-based observable inputs including interest rate curves and credit spreads.

Accounts Receivable, Net

As of June 30, 2024, accounts receivable, net consisted of accounts receivable of $29.5 million, less allowance for doubtful accounts of $0.3 million. As of December 31, 2023, accounts receivable, net consisted of accounts receivable of $22.9 million, less allowance for doubtful accounts of $1.6 million.

The change in the allowance for doubtful accounts were as follows:

(In thousands of U.S. dollars)						Six months ended June 30, 2024						Year ended December 31, 2023
Balance at beginning of period						$	1,552					$	994
Allowance for doubtful accounts						(826)						558
Write-off of uncollectible accounts, net						(446)						—
Balance at end of period						$	280					$	1,552

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Inventories

The components of inventories were as follows:

(In thousands of U.S. dollars)						As of June 30, 2024						As of December 31, 2023
Work in process						$	8,242					$	10,336
Finished goods						42,454						45,348
Total inventories						$	50,696					$	55,684

Property and Equipment, Net

Property and equipment, net consisted of the following:

(In thousands of U.S. dollars)						As of June 30, 2024						As of December 31, 2023
Computer hardware, software and equipment						$	727					$	689
Furniture and fixture						539						533
Machinery and equipment						811						812
Internally developed software						896						854
Gondolas						8,220						7,078
Construction in process						32						—
Leasehold improvements						2,098						2,070
Total property and equipment						$	13,323					$	12,036
Less accumulated depreciation						(7,755)						(6,105)
Property and equipment, net						$	5,568					$	5,931

Depreciation expense for property and equipment for the six months ended June 30, 2024 and six months ended June 30, 2023 was $1.7 million and $2.3 million, respectively.

Depreciation expense pertains to property and equipment utilized as part of the Company’s SG&A activities and therefore has not been allocated to cost of goods sold.

Other Current Liabilities

The major components of other current liabilities consisted of the following (in thousands):

(In thousands of U.S. dollars)						As of June 30, 2024						As of December 31, 2023
Accrued salaries and related expenses						$	9,191					$	8,702
Accrued sales returns and damages						1,751						2,527
Accrued interest						1,453						1,357
Accrued distribution fees						690						590
Related party liability						4,901						5,856
Accrued professional services						4,035						2,901
Other						1,808						1,765
Total						$	23,829					$	23,698

The accrued distribution fees related to service charges such as e-commerce shipping and handling costs. The related party liability of $4.9 million and $5.9 million as of June 30, 2024 and December 31, 2023, respectively, reflects the remaining unamortized fair value of the related party inventory contract executed on the acquisition date between

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Incentive Award Plan

The Company’s 2022 Incentive Award Plan (the “Plan”) provides for incentives to be provided to selected officers, employees, non-employee directors and consultants of the Company in the form of options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses or other stock-based awards granted under the Plan. The Plan was adopted by Waldencast’s Board of Directors in June 2022, was approved by its shareholders in July, 2022, and became effective on July 27, 2022 in connection with the closing of the Business Combination.

The notional maximum number of ordinary shares authorized under the Plan as of June 30, 2024 is 23,023,952 (the “Share Reserve”). The Share Reserve automatically increases on January 1st of each calendar year (each, an “Evergreen Date”), prior to the tenth anniversary of the effective date of the Plan in an amount equal to the lesser of (i) 3% of the total number of ordinary shares issued and outstanding on the December 31st immediately preceding the applicable Evergreen Date and (ii) a number of ordinary shares determined by the Board. All and up to the number of ordinary shares reserved for issuance under the Plan as of the effective date of the Plan (subject to an equitable adjustment in the event of a change in capitalization or change in control event) may be granted as incentive stock options. As of June 30, 2024, taking into account previous grants and forfeitures, the Company had 7,795,605 ordinary shares remaining available for future issuances under the Plan.

In April 2024, the Company granted 48,880 restricted stock units to non-employees of which 15,040 vested immediately and 33,840 will vest on March 10, 2025.

In May 2024, the Company granted a total of 662,634 restricted stock units to employees of Waldencast, Milk and Obagi. One third of the awards vested immediately with the remaining two-thirds to vest each year beginning on March 10, 2025, subject to continued service through such dates. Following approval by the Board, the Company also granted 312,830 restricted stock units to its Founders, one third of the which vested immediately with the remaining two-thirds to vest each year beginning on March 10, 2025, subject to continued service through such dates,

Strategic Growth Incentive

In January 2023, the Company granted an aggregate of 2,290,000 strategic growth incentive 2025 awards (the “SGI 2025 Awards”) in performance vested share units to certain Company employees, in an amount up to 200% of the target share units allocated to the program, which are based on meeting the Company’s net revenue and EBITDA targets for the year ended December 31, 2025. The SGI Awards had a grant date fair value per share of $8.88 and require a one-year post vesting holding period once the shares have been awarded. In April 2024, the Company granted an 166,667 strategic growth incentive 2027 awards (the “SGI 2027 Awards”) in performance vested share units in an amount up to 200% of the target share units allocated to the program, which are based on meeting the respective Company’s net revenue and EBITDA targets for the year ended December 31, 2027. The SGI 2027 Awards had a grant date fair value of $6.48.

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Stock option activity for the six months ended June 30, 2024 was as follows:

			Number of Common Stock Options						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life (in years)						Aggregate intrinsic Value (in thousands)
Balance as of December 31, 2023			18,915,358						$	9.10					7.3						$	47,792
Granted			—						—						—						—
Exercised			150,000						0.68						—						—
Forfeited			(439,085)						5.39						—						—
Balance as of June 30, 2024			18,626,273						9.22						6.8						2,054
Exercisable as of June 30, 2024			7,394,683						6.08						5.7						2,054
Vested and expected to vest as of June 30, 2024			18,626,273						$	9.22					6.8						$	2,054

Stock option activity for the six months ended June 30, 2023 was as follows:

			Number of Common Stock Options						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life (in years)						Aggregate intrinsic Value (in thousands)
Balance as of December 31, 2022			20,452,155						$	9.50					8.3						$	39,118
Granted			—						—						—						—
Exercised			—						—						—						—
Forfeited			(987,941)						5.39						—						—
Balance as of June 30, 2023			19,464,214						9.24						7.8						24,812
Exercisable as of June 30, 2023			5,220,895						4.44						7.2						17,187
Vested and expected to vest as of June 30, 2023			19,464,214						$	9.24					7.8						$	24,812

Restricted stock activity for the six months ended June 30, 2024 was as follows:

			Shares						Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2023			2,296,831						$	9.16
Granted			1,191,011						5.34
Vested			(741,789)						9.28
Forfeited			(594,607)						7.15
Outstanding as of June 30, 2024			2,151,446						$	7.36

The unrecognized compensation cost as of June 30, 2024 for stock options and restricted stock was $18.6 million and $6.3 million, respectively. These costs are expected to be recognized over a weighted-average service period of 4.0 and 1.6 years for stock options and restricted stock, respectively.

Successor’s Share Capital

Under the Company’s Memorandum of Association (the “Constitutional Document”), its authorized share capital consists of 1,000,000,000 Class A ordinary shares, 100,000,000 Class B ordinary shares and 25,000,000 Preferred

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Shares, each having a par value of $0.0001. As of June 30, 2024, there were 110,451,097 and 12,053,331 Class A and Class B ordinary shares, respectively, issued and outstanding. The Company did not have any Preferred Shares issued and outstanding as of June 30, 2024.

Each Class A ordinary share is entitled to one vote per share. The Company can, at the discretion of its Board of Directors, declare dividends and distributions out of the funds of the Company lawfully available therefor. In the event of a voluntary or involuntary liquidation or wind-up, assets available for distribution among the holders of Class A ordinary shares will be distributed on a pro rata basis.

Each Class B ordinary share is entitled to one vote per share and will vote together with holders of Class A ordinary shares as a single class. Class B ordinary shares are non-economic shares that are not entitled to dividends. Upon a liquidation, dissolution or winding up the Company, the holders of Class B ordinary shares will not be entitled to receive any assets of the Company, except to the extent of the par value of their shares, pro rata with the distributions that the Class A ordinary shares.

Class B ordinary shares were issued by the Company to the Milk Members in connection with the Business Combination, giving rise to noncontrolling interest in the Company’s controlled subsidiary, Waldencast Partners LP. As such, the Constitutional Document prohibits issuances of additional shares of Class B ordinary shares, unless issued to a noncontrolling interest in connection with the Company’s Up-C structure. Class B ordinary shares are convertible into Class A ordinary shares on a one-to-one basis at the option of the holder. If such option is exercised, the exchanged Class B ordinary shares will automatically be surrendered and retired for no consideration. If the Company issues or redeems Class B ordinary shares, Waldencast Partners LP is obligated to issue or redeem a corresponding number of Waldencast LP partnership units, such that the number of issued and outstanding partnership units at any time will correspond and be equivalent to the then number of issued and outstanding Class B ordinary shares.

The Company uses the weighted average ownership percentages during the period to calculate the net loss per share attributable to public shareholders and the noncontrolling interest holders. The following table sets forth the computation of basic and diluted net loss using the treasury stock method:

(In thousands of U.S. dollars, except for share and per share amounts)															Six months ended June 30, 2024						Six months ended June 30, 2023
Numerator:
Net loss															$	(12,906)					$	(36,780)
Net loss attributable to noncontrolling interest															(2,831)						(7,366)
Net loss attributed to Class A shareholders - basic and diluted EPS															(10,075)						(29,414)
Denominator:
Weighted-average basic shares outstanding															107,366,433						86,876,187
Effect of dilutive securities															—						—
Weighted-average diluted shares															107,366,433						86,876,187
Basic and diluted net loss per share															$	(0.09)					$	(0.34)

The following table represents potential ordinary shares outstanding that were excluded from the computation of diluted net loss per share of common share because their effect would have been anti-dilutive:

															Six months ended June 30, 2024						Six months ended June 30, 2023
Warrants															29,533,282						29,533,282
Stock options															18,626,273						19,464,214
Restricted stock															2,151,446						3,033,771
Total															50,311,001						52,031,267

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In determining the quarterly provisions for income taxes, the Company uses the estimated annual effective tax rate applied to the actual year-to-date income tax benefit, adjusted for discrete items arising in that quarter. In addition, the effect of changes in enacted tax laws or rates and tax status is recognized in the interim period in which the change occurs. The table below sets forth information related to our income tax expense:

			Six months ended June 30,												Change
(In thousands of U.S. dollars, except percentage)			2024						2023
Income tax benefit			(2,353)						(4,509)						2,156
Effective tax rate			15.4		%				10.9		%				4.5		%

The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. The change in the effective tax rate for the six months ended June 30, 2024, when compared to the six months ended June 30, 2023, is primarily attributable to the change in pre-tax earnings during the comparable periods and the change in valuation allowance. Our future effective tax rate may vary from the statutory tax rate due to the mix of earnings in tax jurisdictions with different statutory tax rates, items permanently nondeductible, or to changes in valuation allowance.

Subscription Agreement with PIPE Investors

In September 2023, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “2023 PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the 2023 PIPE Investors collectively subscribed for 14,000,000 Class A ordinary shares (the “PIPE Shares”), in a private placement at a purchase price of $5.00 each per share, for aggregate gross proceeds of $70.0 million (the “2023 PIPE Investment”). The Subscription Agreements relating to approximately $68.0 million of proceeds were consummated in September 2023, with the remaining approximately $2.0 million of proceeds related to the closing of the Subscription Agreements in November 2023, following receipt of regulatory approvals (the “2023 PIPE Closings” and the date on which such Closing occurred, the “PIPE Closing Date”).” No Class B ordinary shares, warrants or other securities of the Company were issued in connection with the 2023 PIPE Investment.

Indemnification Agreements

The Company has entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements provide, to the fullest extent permitted under law, indemnification against all expenses, judgments, fines and amounts paid in settlement relating to, arising out of or resulting from an indemnitee’s status as a director, officer, employee, fiduciary or agent of the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity which such person is or was serving at the Company’s request as a director, officer, employee or agent. In addition, the indemnification agreements provide that the Company will advance, to the extent not prohibited by law, the expenses incurred by the indemnitee in connection with any proceeding, and such advancement will be made within thirty (30) days after the receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding.

Transactions with Cedarwalk in connection with the Business Combination

In connection with the Obagi China Distribution, the Company entered into an Intellectual Property License Agreement (the “IP License Agreement”), a Global Supply Services Agreement (the “Supply Agreement”), and a Transition Services Agreement (the “Transition Services Agreement”) with Obagi Hong Kong, which is owned by Cedarwalk, the former owner of Obagi and a beneficial holder of 24.5% of the Company’s fully diluted Class A ordinary shares as of the closing of the Business Combination.

Under the IP License Agreement, the Company exclusively licenses intellectual property relating to the Obagi brand to the Obagi China Business, and the Company retains the rights to such intellectual property to conduct the Obagi-branded business worldwide except for the China Region. The Obagi China Business pays the Company a royalty on gross sales of licensed products. During the six months ended June 30, 2024 net revenue generated from related party

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royalties was $0.1 million. During the six months ended June 30, 2023 net revenue generated from related party royalties was less than $0.1 million.

Under the Supply Agreement, the Company supplies or causes to be supplied through certain Obagi CMOs products for distribution and sale in the China Region by the Obagi China Business. The term of the Supply Agreement is perpetual, subject to termination for material breach and failure to cure or termination in the event that the IP License Agreement is terminated. During the six months ended June 30, 2024 net revenue generated from supplying products to the Obagi China Business was $1.1 million and the related cost of goods sold was $0.3 million. During the six months ended June 30, 2023 net revenue generated from supplying products to the Obagi China Business was $3.4 million and the related cost of goods sold was $1.1 million.

As of June 30, 2024, the Company had $0.5 million in related party accounts receivable from the Obagi China Business in the condensed consolidated balance sheet. As of December 31, 2023, the Company had $1.1 million in related party accounts receivable from the Obagi China Business in the condensed consolidated balance sheet.

Under the Transition Services Agreement, the Company provided Obagi Hong Kong and its affiliates certain transition services to enable them to conduct the Obagi China Business as a going concern in the China Region. The transition services were provided for an initial term of up to twelve (12) months, with an option for Obagi China Business to extend the service period for up to an additional twelve (12) months solely as to certain R&D services. Obagi Hong Kong did not elect to extend the services and as a result the Transition Services Agreement expired on July 27, 2023. Services under the agreement were to be charged at the reasonable, fully-loaded costs of providing the services, but such services were to be provided at no charge for a certain period of time or up to a specified dollar value of services (the “Threshold Amount”). The Company determined that the Threshold Amount may be applied towards a combination of the Company’s services or inventory purchases made by the Obagi China Business under the Supply Agreement. Due to the fact that the Threshold Amount had not been reached at the time of expiration, the Company received no fees from the Obagi China Business.

Transactions with Waldencast Ventures LP

Waldencast Ventures LP is a shareholder of the Company and is controlled by Michel Brousset. The Company reimbursed Waldencast Ventures LP with respect to salary and other costs relating to Michel Brousset and Hind Sebti incurred by Waldencast Ventures LP in 2022 following the Business Combination as well as a portion of rent related to the Company’s London offices. During the six months ended June 30, 2024, there were no reimbursements. During the six months ended June 30, 2023, the total amount reimbursed was $0.3 million.

Milk

Milk subleases from Milk Studios Los Angeles LLC certain space in Los Angeles, CA on a month-to-month basis. Milk primarily uses these facilities for corporate offices and as an in-house studio. Milk also receives certain services from an employee of Milk Studios. During the six months ended June 30, 2024, the Company incurred administrative fees of $0.2 million, which is recorded in SG&A expenses in condensed consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2023, the Company incurred administrative fees of $0.2 million, which is recorded in SG&A expenses in condensed consolidated statements of operations and comprehensive loss.

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Purchase Commitments

Purchase commitments represent unconditional purchase obligations to purchase goods or services, primarily inventory, that are enforceable and legally binding on the Company and specify all significant terms, including fixed or minimum quantities to be purchased, price provisions, and the approximate timing of the transaction.

The Company has entered into a certain development and production agreement with a third-party vendor in which the Company is committed to purchase from the vendor certain units of Skintrinsiq devices totaling $5.7 million. As of June 30, 2024, the Company’s associated future minimum payment was $0.7 million over the next 12-18 months.

Legal Proceedings

The Company is not involved in any material litigation nor, to management’s knowledge, was any material litigation threatened against the Company, which if adversely determined could have a material adverse impact on the Company.

SEC Investigation

The audit committee of the Board, engaged in a review of certain accounting practices applied to the Company’s financial statements for the Predecessor Period and Successor Period through December 31, 2022. The Company proactively and voluntarily self-reported the review to the SEC. In connection with this matter, the Company received a document subpoena from the SEC in September 2023. Although the Company is fully cooperating with the SEC’s investigation and continues to voluntarily respond to requests related to this matter, it cannot predict when the SEC will complete its investigation or its outcome and potential impact such outcome may have on the Company’s business or whether any other inquiries or investigations arise as a result of this matter. Any remedial measures, sanctions, fines or penalties, including, but not limited to, financial penalties and awards, injunctive relief and compliance conditions, imposed on the Company could have a material adverse effect on its business, financial condition and results of operations.

The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. The Company determined that it has two operating and reportable segments: Obagi Medical and Milk Makeup.

Obagi Medical - this segment consists of the business of Obagi. Obagi’s business activities include developing, marketing, and selling skin health products. These assets and activities are conducted by Obagi Global Holdings Limited and its wholly-owned subsidiaries.

Milk Makeup - this segment consists of the business of Milk. Milk’s business activities include developing, marketing, and selling cosmetics, skincare, and other beauty products. Milk generates revenue from the sale of cosmetics to retailers, including off-price retailers, and sales DTC via its website.

Central costs include operating expenses related to corporate overhead expenses such as personnel-related costs, professional fees, interest expense related to the 2022 Credit Agreement, and the change in the fair value of derivatives. These costs are not used in evaluating the results of, or in allocating resources to, the Company’s segments.

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The following is a reconciliation of financial measures of the Company’s segments to the condensed consolidated totals:

			Six months ended June 30, 2024																		Six months ended June 30, 2023
(In thousands of U.S. dollars)			Obagi Medical						Milk Makeup						Total						Obagi Medical						Milk Makeup						Total
Net revenue			$	68,364					$	63,218					$	131,582					$	57,014					$	52,324					$	109,338
Cost of goods sold			18,794						18,610						37,404						21,674						19,484						41,158
Gross profit			$	49,570					$	44,608					$	94,178					$	35,340					$	32,840					$	68,180

The Company evaluates the performance of its reportable segments based on segment gross profit. Segment gross profit is segment revenue less segment cost of goods sold.

The following table reconciles segment gross profit to net loss before income taxes for the six months ended June 30, 2024 and six months ended June 30, 2023:

(In thousands of U.S. dollars)															Six months ended June 30, 2024						Six months ended June 30, 2023
Gross profit															$	94,178					$	68,180
Selling, general and administrative															119,879						100,687
Research and development															1,805						2,720
Interest expense, net															8,711						8,850
Change in fair value of derivative warrant liabilities															(20,673)						(1,122)
Other income, net															(285)						(1,666)
Loss before income taxes															$	(15,259)					$	(41,289)
Income tax (benefit) expense															(2,353)						(4,509)
Net loss															$	(12,906)					$	(36,780)

The Company does not evaluate performance or allocate resources based on segment asset data, and therefore such information is not presented. All of the Company’s long-lived assets are located in the U.S.

In March 2023, we acquired a majority interest in Obagi Vietnam Import Export Trading MTV Company Limited, a company incorporated in accordance with the laws of Vietnam and formed by Obagi’s Southeast Asia Distributor SA Distributor to conduct its business in Vietnam (“Obagi Vietnam”).

The parent company financial statements for Waldencast Plc should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and the accompanying notes thereto. For purposes of this condensed financial information, the Company’s wholly owned and majority owned subsidiaries are recorded based upon its proportionate share of its subsidiaries’ net assets (similar to presenting them on the equity method). Waldencast plc has no material operations of its own and conducts substantially all of its activities through its wholly owned subsidiaries. Waldencast plc has no significant assets or liabilities other than derivative warrant liabilities and cash, most

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expenditures paid by Waldencast plc are allocated to its subsidiaries. Waldencast Finco Limited, a wholly-owned indirect subsidiary of Waldencast plc, is the borrower under the 2022 Credit Agreement. The terms and conditions of the 2022 Credit Agreement (see Note 5 for definition) limit the ability of Waldencast plc’s wholly owned subsidiaries to make certain distributions or dividends, subject to a number of enumerated exceptions. Due to the aforementioned restrictions, substantially all of the Successor period net assets of Waldencast Plc’s subsidiaries are restricted. Since the restricted net assets of consolidated subsidiaries exceed 25% of the consolidated net assets of the Company and its subsidiaries, the accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in conjunction with the accompanying Condensed Consolidated Financial Statements.

The following condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, Waldencast plc’s investment in its subsidiaries is presented under the equity method of accounting.

WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED BALANCE SHEET
(In thousands of U.S. dollars, except share and per share data)
			As of June 30, 2024						December 31, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			$	868					$	419
Intercompany receivable			46,112						51,964
Total current assets			46,980						52,383
Investment in subsidiary			721,429						745,537
TOTAL ASSETS			$	768,409					$	797,920
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Derivative warrant liabilities			7,974						28,647
TOTAL LIABILITIES			7,974						28,647
SHAREHOLDERS’ EQUITY:
Class A ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 110,451,097 and 101,228,857 outstanding as of June 30, 2024 and December 31, 2023, respectively			11						9
Class B ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 12,053,331and 20,847,553 outstanding as of June 30, 2024 and December 31, 2023, respectively			1						2
Additional paid-in capital			875,523						871,527
Accumulated deficit			(256,836)						(246,761)
Accumulated other comprehensive loss			(90)						(151)
TOTAL CONTROLLING SHAREHOLDERS’ EQUITY			618,609						624,626
Noncontrolling Interest			141,826						144,647
TOTAL SHAREHOLDERS’ EQUITY			760,435						769,273
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	768,409					$	797,920

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WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED STATEMENT OF OPERATIONS
(In thousands of U.S. dollars, except share and per share data)
			Six months ended June 30, 2024						Six months ended June 30, 2023
Net revenue			$	—					$	—
Selling, general and administrative			6,655						615
Total operating loss			(6,655)						(615)
Other income:
Interest income, net			(14)						(15)
Change in fair value of derivative warrant liabilities			(20,673)						(1,122)
Income before income taxes			14,033						522
Income tax benefit			—						—
Income before equity in undistributed earnings of subsidiaries			14,033						522
Equity in undistributed earnings of subsidiaries			(24,108)						(29,936)
Net loss			(10,075)						(29,414)
Other comprehensive income (loss) — foreign currency translation adjustments, net of tax			55						(23)
Comprehensive loss			$	(10,020)					$	(29,437)

WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED STATEMENT OF CASH FLOW
(In thousands of U.S. dollars)
			Six months ended June 30, 2024						Six months ended June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(10,075)					$	(29,414)
Adjustments to reconcile net loss to net cash
Cash used in operating activities:
Equity in income of subsidiaries			24,108						29,936
Change in fair value of derivative warrant liabilities			(20,673)						(1,122)
Net cash used in operating activities			(6,640)						(600)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from net settlement of RSUs			292						—
Transfers from subsidiaries			18,500						21,575
Transfers to subsidiaries			—						(9,250)
Expenses paid on behalf of subsidiaries			(11,703)						(12,040)
Net cash provided by financing activities			7,089						285
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			449						(315)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period			419						3,215
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of period			$	868					$	2,900

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v3.24.2.u1

COVER	6 Months Ended
	Jun. 30, 2024
Cover [Abstract]
Document Type	6-K
Entity Registrant Name	Waldencast plc
Entity Central Index Key	0001840199
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Amendment Flag	false

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 19,691	$ 21,089
Restricted cash	1,494	1,487
Inventories	50,696	55,684
Prepaid expenses	5,223	5,277
Other current assets	448	1,359
Total current assets	107,223	107,327
Property and equipment, net	5,568	5,931
Intangible assets, net	554,683	582,863
Goodwill	334,620	334,620
Right-of-use asset, net	10,909	11,589
Other non-current assets	643	380
TOTAL ASSETS	1,013,646	1,042,710
CURRENT LIABILITIES:
Current portion of lease liabilities	2,796	2,400
Current portion of long-term debt	26,237	8,529
Other current liabilities (including related party liability of $4,901 and $5,856 as of June 30, 2024 and December 31, 2023, respectively)	23,829	23,698
Total current liabilities	72,830	62,714
Long-term debt, net	145,289	151,264
Derivative warrant liabilities	7,974	28,647
Long-term lease liabilities	14,171	15,531
Deferred income tax liabilities	12,843	15,229
Other non-current liabilities	105	52
TOTAL LIABILITIES	253,212	273,437
COMMITMENTS AND CONTINGENCIES (NOTE 15)
SHAREHOLDERS’ EQUITY:
Preferred shares, 25,000,000 shares authorized, $0.0001 par value, none issued and outstanding	0	0
Additional paid-in capital	875,522	871,527
Retained earnings	(256,836)	(246,761)
Accumulated other comprehensive loss	(90)	(151)
TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	618,608	624,626
Noncontrolling interest	141,826	144,647
TOTAL SHAREHOLDERS' EQUITY	760,434	769,273
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	1,013,646	1,042,710
Nonrelated Party
CURRENT ASSETS:
Accounts receivable, net	29,207	21,330
CURRENT LIABILITIES:
Accounts payable	19,711	28,069
Related Party
CURRENT ASSETS:
Accounts receivable, net	464	1,101
CURRENT LIABILITIES:
Accounts payable	257	18
Other current liabilities (including related party liability of $4,901 and $5,856 as of June 30, 2024 and December 31, 2023, respectively)	4,901	5,856
Class A Ordinary Shares
SHAREHOLDERS’ EQUITY:
Ordinary shares	11	9
Class B Ordinary Shares
SHAREHOLDERS’ EQUITY:
Ordinary shares	$ 1	$ 2

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Related party liability	$ 23,829	$ 23,698
Preferred shares authorized (in shares)	25,000,000	25,000,000
Preferred shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred shares issued (in shares)	0	0
Preferred shares outstanding (in shares)	0	0
Related Party
Related party liability	$ 4,901	$ 5,856
Class A Ordinary Shares
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares authorized (in shares)	1,000,000,000	1,000,000,000
Ordinary shares outstanding (in shares)	110,451,097	101,228,857
Class B Ordinary Shares
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares authorized (in shares)	100,000,000	100,000,000
Ordinary shares outstanding (in shares)	12,053,331	20,847,553

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net revenue (including related party net revenue of $1,074 and $3,385 for the six months ended June 30, 2024 and six months ended June 30, 2023, respectively)	$ 131,582	$ 109,338
Cost of goods sold (including related party costs of $270 and $1,121 for the six months ended June 30, 2024 and six months ended June 30, 2023, respectively)	37,404	41,158
Gross profit	94,178	68,180
Selling, general and administrative	119,879	100,687
Research and development	1,805	2,720
Total operating expenses	121,684	103,407
Operating loss	(27,506)	(35,227)
Interest expense, net	8,711	8,850
Change in fair value of derivative warrant liabilities (Note 7)	(20,673)	(1,122)
Other income, net	(285)	(1,666)
Total other (income) expenses, net	(12,247)	6,062
Income (loss) before income taxes	(15,259)	(41,289)
Income tax benefit	(2,353)	(4,509)
Net loss	(12,906)	(36,780)
Net loss attributable to noncontrolling interests	(2,831)	(7,366)
Net loss attributable to Class A shareholders	$ (10,075)	$ (29,414)
Net loss per share attributable to Class A shareholders (Note 12):
Basic (in dollars per share)	$ (0.09)	$ (0.34)
Diluted (in dollars per share)	$ (0.09)	$ (0.34)
Shares used in computing net loss per share (Note 12):
Basic (in shares)	107,366,433	86,876,187
Diluted (in shares)	107,366,433	86,876,187
Other comprehensive income (loss) — foreign currency translation adjustments, net of tax	$ 71	$ (29)
Comprehensive loss	(12,835)	(36,809)
Comprehensive loss attributable to noncontrolling interests	(2,815)	(7,372)
Comprehensive loss attributable to Class A shareholders	$ (10,020)	$ (29,437)

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Net revenue	$ 131,582	$ 109,338
Cost of goods sold	37,404	41,158
Related Party | Supply Commitment
Net revenue	1,074	3,385
Cost of goods sold	$ 270	$ 1,121

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Class A Ordinary Shares	Class B Ordinary Shares	Ordinary Shares Class A Ordinary Shares	Ordinary Shares Class B Ordinary Shares	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2022				86,460,560	21,104,225
Beginning balance at Dec. 31, 2022	$ 799,898			$ 8	$ 2	$ 796,038	$ (156,780)	$ (29)	$ 160,659
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B to Class A shares (in shares)				120,672	120,672
Net loss	(36,780)						(29,414)		(7,366)
Stock-based compensation (in shares)				451,327
Stock-based compensation	5,478					5,478
RSU taxes paid on behalf of employees	(1,316)					(1,316)
Foreign currency translation adjustment	(29)							(23)	(6)
Ending balance (in shares) at Jun. 30, 2023				87,032,559	20,983,553
Ending balance at Jun. 30, 2023	767,251			$ 8	$ 2	800,200	(186,194)	(52)	153,287
Beginning balance (in shares) at Dec. 31, 2023		101,228,857	20,847,553	101,228,857	20,847,553
Beginning balance at Dec. 31, 2023	769,273			$ 9	$ 2	871,527	(246,761)	(151)	144,647
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B to Class A shares (in shares)				8,794,222	8,794,222
Class B to Class A shares				$ 1	$ (1)
Net loss	(12,906)						(10,075)		(2,831)
Stock-based compensation (in shares)				428,018
Stock-based compensation	4,526			$ 1		4,525
RSU taxes paid on behalf of employees	(530)					(530)
Foreign currency translation adjustment	71							61	10
Ending balance (in shares) at Jun. 30, 2024		110,451,097	12,053,331	110,451,097	12,053,331
Ending balance at Jun. 30, 2024	$ 760,434			$ 11	$ 1	$ 875,522	$ (256,836)	$ (90)	$ 141,826

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (12,906)	$ (36,780)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation	4,526	5,478
Depreciation and amortization	30,014	30,261
Non-cash lease expense	2,111	1,707
Allowance for doubtful accounts	(826)	73
Change in fair value of derivative warrant liabilities	(20,673)	(1,122)
Non-cash loss from change in fair value on interest rate collar	0	(345)
Amortization of debt issuance costs	954	781
Amortization of related party liability	(778)	(2,371)
Deferred income taxes	(2,386)	(4,511)
(Gain) loss on disposal of equipment	(8)	145
Changes in operating assets and liabilities:
Accounts receivable	(7,051)	(3,555)
Related party accounts receivable	637	(403)
Inventories	4,988	(12,739)
Prepaid expenses	53	2,591
Other current assets and other assets	(541)	(817)
Accounts payable	(8,358)	8,206
Related party accounts payable	239	(107)
Operating lease liabilities	(2,396)	(1,130)
Other current liabilities and other liabilities	1,019	(1,727)
Net cash used in operating activities	(11,382)	(16,365)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets	(176)	(242)
Capital expenditure on property and equipment	(1,286)	(1,142)
Cash paid for interest rate collar premium	66	0
Net cash used in investing activities	(1,396)	(1,384)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility	15,000	35,000
Payment of note payable	(968)	0
Repayment of term loan	(2,188)	(4,402)
RSU taxes paid on behalf of employees	(530)	(1,316)
Net cash provided by financing activities	11,314	29,282
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(1,464)	11,533
Effect of foreign exchange rates on cash and cash equivalents	73	(26)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	22,576	10,163
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	21,185	21,670
SUPPLEMENTAL CASH FLOW DATA – CASH PAID:
Income taxes	0	0
Interest paid	$ 7,682	$ 7,008

v3.24.2.u1

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	ORGANIZATION AND DESCRIPTION OF BUSINESS Basis of Presentation Waldencast and its consolidated subsidiaries (the “Company”) has prepared the accompanying condensed consolidated financial statements pursuant to generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). In the Company's opinion, all adjustments considered necessary for a fair presentation have been included. These statements omit certain information and footnote disclosures required for complete annual financial statements and, therefore, should be read in conjunction with the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023. Results of operations for the period ended June 30, 2024 are not necessarily indicative of the expected results for the remainder of the fiscal year. Unless the context requires otherwise, the “Company” refers to Waldencast together with its consolidated subsidiaries.

v3.24.2.u1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation—The accompanying condensed consolidated financial statements include the accounts of Waldencast and its consolidated subsidiaries. The Company consolidates entities in which the Company has a majority voting interest. The Company eliminates intercompany transactions and accounts in consolidation. The Company separately presents within equity on the condensed consolidated balance sheets the ownership interests attributable to parties with noncontrolling interests in the Company's consolidated subsidiaries, and separately presents net income attributable to such parties on the condensed consolidated statements of operations and comprehensive loss. Emerging Growth Company—Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or do not have a class of securities registered under the Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates—The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, revenue recognition, stock-based compensation, goodwill valuation, inventory valuation, and valuation allowance for deferred tax assets. The Company bases its estimates on historical experience and assumptions that it believes are reasonable at the time. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive loss. Concentrations of Credit Risk—Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash balances in accounts held by major banks and financial institutions located primarily in the U.S. and considers such risk to be minimal. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation insurance limit. The Company’s accounts receivable primarily represent amounts due from distributors, and third-party logistics companies, directly and indirectly from major retailers, and from group purchasing organizations located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions, requiring customer advance payments in certain circumstances. The Company generally does not require collateral. As of June 30, 2024, two U.S. customers accounted for 22% and 11% of accounts receivable, respectively. As of December 31, 2023, one U.S. customer accounted for 27% of accounts receivable. During the six months ended June 30, 2024, two vendors exceeded 10% of inventory purchases. During the six months ended June 30, 2023, one vendor exceeded 10% of inventory purchases. During the six months ended June 30, 2024, the Company purchased approximately 13% and 12% of inventory from two vendors. During the six months ended June 30, 2023, the Company purchased approximately 16% and 10% of inventory, respectively, from two vendors. As of June 30, 2024, one vendor accounted for 23% of accounts payable. As of December 31, 2023, one vendor accounted for 18% of accounts payable. Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance requires an acquirer to, at the date of acquisition, recognize and measure the acquired contract assets and contract liabilities acquired in the same manner that they were recognized and measured in the acquiree’s financial statements before the acquisition. This guidance is effective for interim and annual periods beginning after December 15, 2023 for an EGC company, with early adoption permitted. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date. The Company adopted this standard as of January 1, 2024 and will apply the standard to any business combination prospectively. The adoption of this new standard has no effect on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards, Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively however, retrospective application is also permitted. The Company is in the process of assessing the impact of this ASU on its future condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the Company’s chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. This guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented in the financial statements. The Company is in the process of assessing the impact of this ASU on its future condensed consolidated financial statements, but does not expect it to have a material impact.

v3.24.2.u1

REVENUE	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE The Company disaggregates its revenue from customers by sales channel, as well as by revenue source and geographic region, based on the location of the end customer, as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Revenue by Sales Channel The Company’s revenue is primarily generated from product sales. Direct sales revenue listed in the table below includes (i) sales to physicians through the Physician Channel Provider, (ii) DTC sales via the Company’s e-commerce platforms, and (iii) sales directly to retailers. Distributors revenue includes products sold through distributors other than the Physician Channel Provider. Total revenue by sales channel was as follows for the periods indicated: Six months ended June 30, 2024 Six months ended June 30, 2023 (In thousands of U.S. dollars) Obagi Medical Milk Makeup Total Obagi Medical Milk Makeup Total Revenue by Sales Channel Direct sales $ 46,300  $ 60,933  $ 107,233  $ 33,766  $ 51,087  $ 84,853  Distributors 19,663  2,285  21,948  20,897  1,237  22,134  Net product sales $ 65,963  $ 63,218  $ 129,181  $ 54,663  $ 52,324  $ 106,987  Royalties 2,401  —  2,401  2,351  —  2,351  Net revenue $ 68,364  $ 63,218  $ 131,582  $ 57,014  $ 52,324  $ 109,338  For the six months ended June 30, 2024, two customers accounted for 22% and 20% of the Company’s revenue, respectively. For the six months ended June 30, 2023, two customers accounted for 26% and 22% of the Company’s revenue. The Physician Channel Provider is an authorized wholesale distributor and service provider for the Company in the U.S. Revenue from sales to physicians and e-commerce customers made through this provider are considered direct sales revenue. The Physician Channel Provider is also a distributor of the Company’s products to other channels, such as the spa channel, and the related sales are considered distributor revenue (in which instances it is referred to as the “Spa Channel Distributor”). Revenue by Geographic Region Total revenue by geographic region, based on the location of the end customer, was as follows for the periods indicated: (In thousands of U.S. dollars) Six months ended June 30, 2024 Six months ended June 30, 2023 Revenue by Geographic Region  North America $ 95,469  $ 75,326  Rest of the World 33,712  31,661  Net product sales $ 129,181  $ 106,987  Royalties 2,401  2,351  Total $ 131,582  $ 109,338  During the six months ended June 30, 2024, the one country that accounted for more than 10% of the Company’s total revenues were the United States, with net product sales amounting to $90.0 million. During the six months ended June 30, 2023, the one country that accounted for more than 10% of the Company’s total revenues were the United States, with net product sales amounting to $71.2 million.

v3.24.2.u1

INTANGIBLE ASSETS—NET	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS—NET	INTANGIBLE ASSETS—NET Intangible assets, net consisted of the following as of June 30, 2024: (In thousands of U.S. dollars) Weighted Average Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademark and trade name 14 $ 559,763  $ (81,071) $ 478,692  Customer relationships 11 36,000  (6,124) 29,876  Supply agreement 5 38,900  (14,995) 23,905  Formulations 8 28,900  (6,889) 22,011  Patents 20 211  (12) 199  Total $ 663,774  $ (109,091) $ 554,683  Intangible assets, net consisted of the following as of December 31, 2023: (In thousands of U.S. dollars) Weighted Average Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademark and trade name 14 $ 559,644  $ (59,989) $ 499,655  Customer relationships 11 36,000  (4,532) 31,468  Supply agreement 5 38,900  (11,105) 27,795  Formulations 8 28,900  (5,101) 23,799  Patents 20 154  (8) 146  Total $ 663,598  $ (80,735) $ 582,863  Amortization expense was $28.3 million and $28.0 million for the six months ended June 30, 2024 and six months ended June 30, 2023, respectively.

v3.24.2.u1

DEBT	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
DEBT	DEBT (In thousands of U.S. dollars) Maturity Date As of June 30, 2024 As of December 31, 2023 2022 Term Loan July 2026 $ 159,688  $ 161,875  Note Payable May 2024 —  968  2022 Revolving Credit Facility July 2026 15,000  —  Unamortized debt issuance costs (3,162) (3,050) Net carrying amount $ 171,526  $ 159,793  Less: Current portion of long-term debt (26,237) (8,529) Total long-term portion $ 145,289  $ 151,264  Note Payable — Directors and Officers (“D&O”) Insurance In August 2023, the Company entered into an agreement with a financing company for $2.4 million to finance its D&O insurance policy. The terms of the agreement stipulated equal monthly payments of principal and interest payments of $0.2 million over a ten-month period, ending in May 2024, which had been fully repaid as of June 30, 2024. Interest is accrued on this loan at an annual rate of 8.2%. 2022 Credit Agreement In June 2022, the Borrower, a wholly-owned subsidiary of the Company, together with Waldencast Partners LP and certain of its subsidiaries as guarantors, entered into the 2022 Credit Agreement with the Lenders and JPMorgan, as administrative agent for the Lenders. The 2022 Credit Agreement provides the Company with access to a term loan of $175.0 million (the “2022 Term Loan”) and a revolving credit capacity with a current borrowing capacity of up to $45.0 million (the “2022 Revolving Credit Facility”), of which up to $7.5 million may be available, at Borrower’s option, to be drawn in form of letters of credit (“2022 Letter of Credit”). The 2022 Credit Agreement is secured by the assets of the Company. The 2022 Credit Agreement restricts the Company’s ability to make certain distributions or dividends, subject to a number of enumerated exceptions. The 2022 Credit Agreement matures on July 27, 2026, four years following the funding date. The Company may elect to borrow either alternate base rate borrowings or term benchmark borrowings. Each draw that is an alternate base rate borrowing bears interest at an Alternate Base Rate (as defined in the 2022 Credit Agreement) plus the applicable rate of 2.5% per annum. Each draw that is a term benchmark borrowing bears interest at the Term SOFR Rate (as defined in the 2022 Credit Agreement), which resets periodically, plus 0.1% and the applicable rate of 3.5% per annum. As of June 30, 2024, borrowings under the 2022 Credit Agreement consisted entirely of term benchmark borrowings at a borrowing rate of 7.9%. The carrying amount of debt approximates fair value due to the adjusting interest rates of the term loan, which approximate current market rates. In connection with the issuance of the 2022 Credit Agreement, the Company incurred $6.3 million of debt issuance costs. As of June 30, 2024, the Company had unpaid principal of $159.7 million and $15.0 million on the 2022 Term Loan and the 2022 Revolving Credit Facility, respectively. The 2022 Term Loan and the 2022 Revolving Credit Facility had total unamortized debt issuance costs of $3.2 million as of June 30, 2024. As of June 30, 2024, the weighted average interest rate was 8.5% for the 2022 Term Loan and 8.9% for the 2022 Revolving Credit Facility. The current liability portion of the 2022 Term Loan and the 2022 Revolving Credit Facility was $13.1 million and $15.0 million, respectively. The current portion of the unamortized debt issuance costs on the 2022 Term Loan and the 2022 Revolving Credit Facility was $1.2 million and $0.7 million, respectively. The accrued interest was $1.5 million as of June 30, 2024. Unamortized debt issuance costs on the 2022 Letter of Credit is $0.1 million, which is recorded in other current assets in the condensed consolidated balance sheets. Waiver and Consent and Amendment to the 2022 Credit Agreement In May 2023, the Borrower entered into a waiver and consent agreement with JPMorgan and the required Lenders to, among other things, waive certain defaults or events of default that had or would have resulted from the failure to deliver certain financial information and related reports. In June 2023, the Borrower entered into a subsequent waiver and consent agreement with JPMorgan and the required Lenders, pursuant to which they agreed to, among other things, (a) continue to waive certain defaults or events of default that had or would have resulted from the failure to deliver certain financial information and (b) suspend the testing of certain financial covenants in the 2022 Credit Agreement. In August 2023, the Borrower entered into a subsequent waiver and consent agreement with JPMorgan and the required Lenders, pursuant to which they agreed to, among other things, (i) waive any default or event of default that has or would result from the failure to deliver certain financial information and related reports with respect to the fiscal year of the Borrower ended December 31, 2022 and the fiscal quarters of the Borrower ended March 31, 2023 and June 30, 2023, respectively and (ii) suspend the testing of certain financial covenants set forth in the 2022 Credit Agreement. Such waiver would remain in effect until September 15, 2023. In September 2023, the Borrower and Waldencast Partners LP entered into the second amendment and waiver to the 2022 Credit Agreement (the “Second Amendment”) with JPMorgan and the required Lenders, pursuant to which they agreed to (i) waive any default or event of default that has or would result from (a) the failure to deliver certain financial information and related reports, (b) any inaccuracy or misrepresentation in certain historical financial statements previously delivered to JPMorgan and (c) certain historical breaches of the financial covenants and (ii) amend the 2022 Credit Agreement to, among other things, modify the existing financial covenant tests. The Borrower subsequently delivered all of the outstanding financial information and related reports referred to above. The Second Amendment also (i) included additional restrictions on the Borrower’s, Waldencast Partners LP's and certain of their subsidiaries’ ability to incur certain types of additional indebtedness, make certain acquisitions and investments, create certain liens, dispose of certain assets and make certain types of restricted payments, (ii) established a minimum liquidity covenant of $15.0 million, which is certified on a monthly basis, and (iii) introduced additional financial reporting obligations, in each case until the earlier of September 30, 2024 or such earlier time that the Borrower elects to test the financial covenants in the same manner as prior to giving effect to the Amendment. On April 26, 2024, the Borrower, Waldencast Partners LP, JPMorgan and the required lenders entered into an amendment (the “Third Amendment”) to the 2022 Credit Agreement. Among other things, the Third Amendment: (i) waived certain historical breaches of the financial covenant, (ii) modified the existing financial covenants, (iii) reduced the revolving commitments of the lenders by $5 million in the aggregate to $45 million, (iv) lowered the existing minimum liquidity covenant to $10.0 million and (v) extended the Covenant Relief Period until the earlier of December 31, 2024, or such earlier time that the Borrower elects to test the financial covenants in the same manner as prior to giving effect to the Second Amendment.

v3.24.2.u1

LEASES	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
LEASES	LEASES The Company has operating leases for real estate properties for office and warehouse space with initial terms of approximately 8 and 11 years, respectively. Some of the Company’s lease contracts include options to extend the leases for up to 5 years. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants. The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether the Company has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset that the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company includes options that are reasonably certain to be exercised as part of the lease term. The Company may negotiate termination clauses in anticipation of any changes in market conditions but generally, these termination options are not exercised and not considered in the determination of the lease term. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. ROU assets are recognized on the balance sheet based on the lease liability adjusted for any initial direct costs, lease incentives received, and prepaid rent. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of the Company’s leases is not readily determinable. The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be, and resulting interest the Company would pay, to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred. The Company has elected not to separate non-lease components from lease components and accounts for them as a single lease component. The Company has also elected the short-term lease recognition exemption for all leases that qualify. The Company’s lease expenses of $1.8 million during both of the six months ended June 30, 2024 and six months ended June 30, 2023 were composed of operating lease costs. The Company does not have any finance leases, short-term lease costs or variable lease costs. Supplemental cash flow information related to the Company’s operating leases was as follows: (In thousands of U.S. dollars) Six months ended June 30, 2024 Six months ended June 30, 2023 Cash paid for amounts included in the measurement of operating lease liabilities: $ 1,882  $ 1,686  Right-of-use assets obtained in exchange for new operating lease liabilities: $ 131  $ 199  Texas Leases In December 2021 and July 2022, Obagi entered into a lease for a warehouse and office space, respectively, in Texas as part of their plans to relocate headquarters from California. The warehouse space was never made operational and the Company permanently decided not to use the warehouse with no intention to occupy or utilize the space in the future, and actively began marketing the space for sublease. The Company entered into a sublease for the warehouse space that will run through February 2032 with annual rent of $0.3 million. The sublease does not contain a provision for early termination or extension at the end of the lease. As a result, the Company recorded an impairment charge of $0.8 million during the year ended December 31, 2023 which was the excess of the carrying value of the associated lease right-of-use asset over its fair value. In September 2023, Obagi vacated the Texas office space and relocated its headquarters back to California, permanently deciding to not use the office with no intention to occupy or utilize the space in the future, and actively began marketing the space for sublease. The Company has entered into a sublease for the office space that will run through December 2025 with annual rent of $0.4 million. The sublease does not contain a provision for early termination or extension at the end of the lease. As a result, the Company recorded an impairment charge of $2.7 million during the year ended December 31, 2023 which was the excess of the carrying value of the associated office lease right-of-use asset over its fair value. The Company estimated the fair values using discounted cash flows from the estimated net sublease rental income as of the date the decision to sublease was made. The impairment charges are included in general, administrative, and other expenses in the condensed consolidated statements of operations.

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FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
FINANCIAL INSTRUMENTS	FINANCIAL INSTRUMENTS Interest Rate Collar To mitigate interest rate risk in connection with the variable rate loans under the 2022 Credit Agreement, the Company entered into an interest rate collar with Wells Fargo Bank, N,A. (“Wells Fargo”) in October 2022 for a notional value of $160.0 million and a fixed cash payment of $0.8 million. Under the terms of the interest rate collar, the Company is required to pay Wells Fargo if the monthly SOFR-based interest falls below the defined interest rate floor of 2.55%; conversely, the Company is entitled to receive payment from Wells Fargo if the monthly SOFR-based interest rate rises above the defined interest rate cap of 5.25%. Settlement in cash occurs monthly, if contractually required, until termination of the agreement in October 2024, and the variable interest rate is reset on the last day of each month. This derivative instrument has not been designated for hedge accounting, therefore the change in fair value is recognized in current period earnings. The fair value of these contracts, included in other non-current assets was $0.2 million and $0.1 million as of June 30, 2024 and December 31, 2023, respectively. The non-cash gain from change in fair value was $0.1 million during the six months ended June 30, 2024, recognized in other income, net. The non-cash gain from change in fair value was $0.3 million during the six months ended June 30, 2023, recognized in other income, net. Receipts of less than $0.1 million were exchanged on the interest rate collar contract during the six months ended June 30, 2024. No receipts were exchanged on the interest rate collar contract during the six months ended June 30, 2023. Warrant Liabilities Pursuant to Waldencast’s IPO, the Company issued 11,499,950 Public Warrants to third-party investors. Simultaneously with the closing of the IPO, Waldencast completed the private sale of 5,933,333 warrants (the “Sponsor Warrants”) to the Sponsor. Also, in connection with the IPO, on February 22, 2021, Waldencast, the Sponsor and Zeno Investment Master Fund (f/k/a Dynamo Master Fund, a member of the Sponsor (“Zeno”), entered into a Forward Purchase Agreement (the “Sponsor FPA”), which was subsequently amended by the assignment and assumption agreement entered into by and between the Sponsor and Burwell Mountain Trust (“Burwell”) on December 20, 2021. Under the assignment and assumption agreement, Sponsor assigned, and Burwell assumed, all of the Sponsor’s rights and benefits under the Sponsor FPA, pursuant to which, Burwell and Zeno committed to subscribe for and purchase 16,000,000 Waldencast Class A ordinary shares and 5,333,333 warrants (the “Sponsor FPA Warrants”) in connection with the closing of the Business Combination. In addition, Waldencast and Beauty Ventures LLC (“Beauty Ventures”) entered into a Forward Purchase Agreement on March 1, 2021 (the “Third-Party FPA”, and together with the Sponsor FPA, the “FPAs”), pursuant to which Beauty Ventures committed to subscribe for and purchase up to 17,300,000 Class A ordinary shares and 5,766,666 warrants (the “Third-Party FPA Warrants” and together with the Sponsor FPA Warrants, the “FPA Warrants”) for an aggregate commitment amount of $173.0 million, in connection with the closing of Waldencast’s initial business combination. Finally, in connection with the Business Combination, Waldencast issued 1,000,000 warrants to settle $1.5 million working capital loans with its Sponsor, the terms of which are identical to the Sponsor FPA Warrants (the “Sponsor Loan Warrants”). The Sponsor Loan Warrants and Third-Party FPA Warrants are collectively referred to as the “Private Placement Warrants”. As of June 30, 2024, all of the above-noted warrants, totaling 29,533,282, remained issued and outstanding. The Company recognized a gain of $20.7 million and a gain of $1.1 million from the change in fair value of the Public Warrants and Private Placement Warrants in the Company’s condensed consolidated statements of operations and comprehensive loss during the six months ended June 30, 2024 and six months ended June 30, 2023, respectively. Following the change in jurisdiction of incorporation from the Cayman Islands to Jersey (the “Domestication”), Public Warrants and Private Placement Warrants each entitle the holder to purchase one share of the Company’s Class A ordinary shares at an exercise price of $11.50 per share. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued and only whole warrants can trade. The Public Warrants became exercisable 30 days after the completion of the Business Combination. The Public Warrants will expire June 27, 2027 or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: –in whole and not in part; –upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption, based on the redemption date and the “fair market value” of the Class A ordinary shares; –at a price of $0.01 per warrant if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). –At a price of $0.01 per warrant if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and –if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The terms of the Third-Party FPA Warrants are identical to the Public Warrants. The Sponsor Loan Warrants and Sponsor FPA Warrants are also identical to the Public Warrants, except that they and the Class A ordinary shares issuable upon the exercise of such warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Sponsor Loan Warrants and Sponsor FPA Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees, thereafter they will be redeemable by the Company and exercisable by such holders on the same basis as Public Warrants.

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FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis by level within the fair value hierarchy: As of June 30, 2024 (In thousands of U.S. dollars) Total Quoted Prices in Active Market Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Interest rate collar $ 172  $ —  $ 172  $ —  Liabilities: Derivative warrant liabilities - Public $ 3,149  $ 3,149  $ —  $ —  Derivative warrant liabilities - Private $ 4,825  $ —  $ 4,825  $ —  As of December 31, 2023 (In thousands of U.S. dollars) Total Quoted Prices in Active Market Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Interest rate collar $ 61  $ —  $ 61  $ —  Liabilities: Derivative warrant liabilities - Public $ 11,155  $ 11,155  $ —  $ —  Derivative warrant liabilities - Private $ 17,492  $ —  $ 17,492  $ —  Private derivative warrants are classified as Level 2 financial instruments. The fair value of the Level 2 Private Placement Warrant liabilities has been measured based on the fair value of Public Warrant liabilities. The interest rate collar has been measured at net present value by projecting future cash flows and discounting the future amounts to a present value using market-based observable inputs including interest rate curves and credit spreads.

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SUPPLEMENTAL BALANCE SHEET DISCLOSURES	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUPPLEMENTAL BALANCE SHEET DISCLOSURES	SUPPLEMENTAL BALANCE SHEET DISCLOSURES Accounts Receivable, Net As of June 30, 2024, accounts receivable, net consisted of accounts receivable of $29.5 million, less allowance for doubtful accounts of $0.3 million. As of December 31, 2023, accounts receivable, net consisted of accounts receivable of $22.9 million, less allowance for doubtful accounts of $1.6 million. The change in the allowance for doubtful accounts were as follows: (In thousands of U.S. dollars) Six months ended June 30, 2024 Year ended December 31, 2023 Balance at beginning of period $ 1,552  $ 994  Allowance for doubtful accounts (826) 558  Write-off of uncollectible accounts, net (446) —  Balance at end of period $ 280  $ 1,552  Inventories The components of inventories were as follows: (In thousands of U.S. dollars) As of June 30, 2024 As of December 31, 2023 Work in process $ 8,242  $ 10,336  Finished goods 42,454  45,348  Total inventories $ 50,696  $ 55,684  Property and Equipment, Net Property and equipment, net consisted of the following: (In thousands of U.S. dollars) As of June 30, 2024 As of December 31, 2023 Computer hardware, software and equipment $ 727  $ 689  Furniture and fixture 539  533  Machinery and equipment 811  812  Internally developed software 896  854  Gondolas 8,220  7,078  Construction in process 32  —  Leasehold improvements 2,098  2,070  Total property and equipment $ 13,323  $ 12,036  Less accumulated depreciation (7,755) (6,105) Property and equipment, net $ 5,568  $ 5,931  Depreciation expense for property and equipment for the six months ended June 30, 2024 and six months ended June 30, 2023 was $1.7 million and $2.3 million, respectively. Depreciation expense pertains to property and equipment utilized as part of the Company’s SG&A activities and therefore has not been allocated to cost of goods sold. Other Current Liabilities The major components of other current liabilities consisted of the following (in thousands): (In thousands of U.S. dollars) As of June 30, 2024 As of December 31, 2023 Accrued salaries and related expenses $ 9,191  $ 8,702  Accrued sales returns and damages 1,751  2,527  Accrued interest 1,453  1,357  Accrued distribution fees 690  590  Related party liability 4,901  5,856  Accrued professional services 4,035  2,901  Other 1,808  1,765  Total $ 23,829  $ 23,698  The accrued distribution fees related to service charges such as e-commerce shipping and handling costs. The related party liability of $4.9 million and $5.9 million as of June 30, 2024 and December 31, 2023, respectively, reflects the remaining unamortized fair value of the related party inventory contract executed on the acquisition date between Obagi and the Obagi China Business. This related party liability will be amortized into related party revenue upon the sale of products to the Obagi China Business in subsequent periods.

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STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION Incentive Award Plan The Company’s 2022 Incentive Award Plan (the “Plan”) provides for incentives to be provided to selected officers, employees, non-employee directors and consultants of the Company in the form of options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses or other stock-based awards granted under the Plan. The Plan was adopted by Waldencast’s Board of Directors in June 2022, was approved by its shareholders in July, 2022, and became effective on July 27, 2022 in connection with the closing of the Business Combination. The notional maximum number of ordinary shares authorized under the Plan as of June 30, 2024 is 23,023,952 (the “Share Reserve”). The Share Reserve automatically increases on January 1st of each calendar year (each, an “Evergreen Date”), prior to the tenth anniversary of the effective date of the Plan in an amount equal to the lesser of (i) 3% of the total number of ordinary shares issued and outstanding on the December 31st immediately preceding the applicable Evergreen Date and (ii) a number of ordinary shares determined by the Board. All and up to the number of ordinary shares reserved for issuance under the Plan as of the effective date of the Plan (subject to an equitable adjustment in the event of a change in capitalization or change in control event) may be granted as incentive stock options. As of June 30, 2024, taking into account previous grants and forfeitures, the Company had 7,795,605 ordinary shares remaining available for future issuances under the Plan. In April 2024, the Company granted 48,880 restricted stock units to non-employees of which 15,040 vested immediately and 33,840 will vest on March 10, 2025. In May 2024, the Company granted a total of 662,634 restricted stock units to employees of Waldencast, Milk and Obagi. One third of the awards vested immediately with the remaining two-thirds to vest each year beginning on March 10, 2025, subject to continued service through such dates. Following approval by the Board, the Company also granted 312,830 restricted stock units to its Founders, one third of the which vested immediately with the remaining two-thirds to vest each year beginning on March 10, 2025, subject to continued service through such dates, Strategic Growth Incentive In January 2023, the Company granted an aggregate of 2,290,000 strategic growth incentive 2025 awards (the “SGI 2025 Awards”) in performance vested share units to certain Company employees, in an amount up to 200% of the target share units allocated to the program, which are based on meeting the Company’s net revenue and EBITDA targets for the year ended December 31, 2025. The SGI Awards had a grant date fair value per share of $8.88 and require a one-year post vesting holding period once the shares have been awarded. In April 2024, the Company granted an 166,667 strategic growth incentive 2027 awards (the “SGI 2027 Awards”) in performance vested share units in an amount up to 200% of the target share units allocated to the program, which are based on meeting the respective Company’s net revenue and EBITDA targets for the year ended December 31, 2027. The SGI 2027 Awards had a grant date fair value of $6.48. Stock option activity for the six months ended June 30, 2024 was as follows: Number of Common Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic Value (in thousands) Balance as of December 31, 2023 18,915,358  $ 9.10  7.3 $ 47,792  Granted —  —  —  —  Exercised 150,000  0.68  —  —  Forfeited (439,085) 5.39  —  —  Balance as of June 30, 2024 18,626,273 9.22  6.8 2,054  Exercisable as of June 30, 2024 7,394,683 6.08  5.7 2,054  Vested and expected to vest as of June 30, 2024 18,626,273 $ 9.22  6.8 $ 2,054  Stock option activity for the six months ended June 30, 2023 was as follows: Number of Common Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic Value (in thousands) Balance as of December 31, 2022 20,452,155  $ 9.50  8.3 $ 39,118  Granted —  —  —  —  Exercised —  —  —  —  Forfeited (987,941) 5.39  —  —  Balance as of June 30, 2023 19,464,214 9.24  7.8 24,812  Exercisable as of June 30, 2023 5,220,895 4.44  7.2 17,187  Vested and expected to vest as of June 30, 2023 19,464,214 $ 9.24  7.8 $ 24,812  Restricted stock activity for the six months ended June 30, 2024 was as follows: Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2023 2,296,831  $ 9.16  Granted 1,191,011 5.34  Vested (741,789) 9.28  Forfeited (594,607) 7.15  Outstanding as of June 30, 2024 2,151,446 $ 7.36  The unrecognized compensation cost as of June 30, 2024 for stock options and restricted stock was $18.6 million and $6.3 million, respectively. These costs are expected to be recognized over a weighted-average service period of 4.0 and 1.6 years for stock options and restricted stock, respectively.

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SHAREHOLDERS’ EQUITY	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
SHAREHOLDERS’ EQUITY	SHAREHOLDERS’ EQUITY Successor’s Share Capital Under the Company’s Memorandum of Association (the “Constitutional Document”), its authorized share capital consists of 1,000,000,000 Class A ordinary shares, 100,000,000 Class B ordinary shares and 25,000,000 Preferred Shares, each having a par value of $0.0001. As of June 30, 2024, there were 110,451,097 and 12,053,331 Class A and Class B ordinary shares, respectively, issued and outstanding. The Company did not have any Preferred Shares issued and outstanding as of June 30, 2024. Each Class A ordinary share is entitled to one vote per share. The Company can, at the discretion of its Board of Directors, declare dividends and distributions out of the funds of the Company lawfully available therefor. In the event of a voluntary or involuntary liquidation or wind-up, assets available for distribution among the holders of Class A ordinary shares will be distributed on a pro rata basis. Each Class B ordinary share is entitled to one vote per share and will vote together with holders of Class A ordinary shares as a single class. Class B ordinary shares are non-economic shares that are not entitled to dividends. Upon a liquidation, dissolution or winding up the Company, the holders of Class B ordinary shares will not be entitled to receive any assets of the Company, except to the extent of the par value of their shares, pro rata with the distributions that the Class A ordinary shares. Class B ordinary shares were issued by the Company to the Milk Members in connection with the Business Combination, giving rise to noncontrolling interest in the Company’s controlled subsidiary, Waldencast Partners LP. As such, the Constitutional Document prohibits issuances of additional shares of Class B ordinary shares, unless issued to a noncontrolling interest in connection with the Company’s Up-C structure. Class B ordinary shares are convertible into Class A ordinary shares on a one-to-one basis at the option of the holder. If such option is exercised, the exchanged Class B ordinary shares will automatically be surrendered and retired for no consideration. If the Company issues or redeems Class B ordinary shares, Waldencast Partners LP is obligated to issue or redeem a corresponding number of Waldencast LP partnership units, such that the number of issued and outstanding partnership units at any time will correspond and be equivalent to the then number of issued and outstanding Class B ordinary shares.

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NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NET LOSS PER SHARE The Company uses the weighted average ownership percentages during the period to calculate the net loss per share attributable to public shareholders and the noncontrolling interest holders. The following table sets forth the computation of basic and diluted net loss using the treasury stock method: (In thousands of U.S. dollars, except for share and per share amounts) Six months ended June 30, 2024 Six months ended June 30, 2023 Numerator: Net loss $ (12,906) $ (36,780) Net loss attributable to noncontrolling interest (2,831) (7,366) Net loss attributed to Class A shareholders - basic and diluted EPS (10,075) (29,414) Denominator: Weighted-average basic shares outstanding 107,366,433 86,876,187 Effect of dilutive securities —  —  Weighted-average diluted shares 107,366,433 86,876,187 Basic and diluted net loss per share $ (0.09) $ (0.34) The following table represents potential ordinary shares outstanding that were excluded from the computation of diluted net loss per share of common share because their effect would have been anti-dilutive: Six months ended June 30, 2024 Six months ended June 30, 2023 Warrants 29,533,282 29,533,282 Stock options 18,626,273 19,464,214 Restricted stock 2,151,446 3,033,771 Total 50,311,001 52,031,267

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INCOME TAX BENEFIT	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAX BENEFIT	INCOME TAX BENEFIT In determining the quarterly provisions for income taxes, the Company uses the estimated annual effective tax rate applied to the actual year-to-date income tax benefit, adjusted for discrete items arising in that quarter. In addition, the effect of changes in enacted tax laws or rates and tax status is recognized in the interim period in which the change occurs. The table below sets forth information related to our income tax expense: Six months ended June 30, Change (In thousands of U.S. dollars, except percentage) 2024 2023 Income tax benefit (2,353) (4,509) 2,156  Effective tax rate 15.4  % 10.9  % 4.5  % The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. The change in the effective tax rate for the six months ended June 30, 2024, when compared to the six months ended June 30, 2023, is primarily attributable to the change in pre-tax earnings during the comparable periods and the change in valuation allowance. Our future effective tax rate may vary from the statutory tax rate due to the mix of earnings in tax jurisdictions with different statutory tax rates, items permanently nondeductible, or to changes in valuation allowance.

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RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Subscription Agreement with PIPE Investors In September 2023, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “2023 PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the 2023 PIPE Investors collectively subscribed for 14,000,000 Class A ordinary shares (the “PIPE Shares”), in a private placement at a purchase price of $5.00 each per share, for aggregate gross proceeds of $70.0 million (the “2023 PIPE Investment”). The Subscription Agreements relating to approximately $68.0 million of proceeds were consummated in September 2023, with the remaining approximately $2.0 million of proceeds related to the closing of the Subscription Agreements in November 2023, following receipt of regulatory approvals (the “2023 PIPE Closings” and the date on which such Closing occurred, the “PIPE Closing Date”).” No Class B ordinary shares, warrants or other securities of the Company were issued in connection with the 2023 PIPE Investment. Indemnification Agreements The Company has entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements provide, to the fullest extent permitted under law, indemnification against all expenses, judgments, fines and amounts paid in settlement relating to, arising out of or resulting from an indemnitee’s status as a director, officer, employee, fiduciary or agent of the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity which such person is or was serving at the Company’s request as a director, officer, employee or agent. In addition, the indemnification agreements provide that the Company will advance, to the extent not prohibited by law, the expenses incurred by the indemnitee in connection with any proceeding, and such advancement will be made within thirty (30) days after the receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding. Transactions with Cedarwalk in connection with the Business Combination In connection with the Obagi China Distribution, the Company entered into an Intellectual Property License Agreement (the “IP License Agreement”), a Global Supply Services Agreement (the “Supply Agreement”), and a Transition Services Agreement (the “Transition Services Agreement”) with Obagi Hong Kong, which is owned by Cedarwalk, the former owner of Obagi and a beneficial holder of 24.5% of the Company’s fully diluted Class A ordinary shares as of the closing of the Business Combination. Under the IP License Agreement, the Company exclusively licenses intellectual property relating to the Obagi brand to the Obagi China Business, and the Company retains the rights to such intellectual property to conduct the Obagi-branded business worldwide except for the China Region. The Obagi China Business pays the Company a royalty on gross sales of licensed products. During the six months ended June 30, 2024 net revenue generated from related party royalties was $0.1 million. During the six months ended June 30, 2023 net revenue generated from related party royalties was less than $0.1 million. Under the Supply Agreement, the Company supplies or causes to be supplied through certain Obagi CMOs products for distribution and sale in the China Region by the Obagi China Business. The term of the Supply Agreement is perpetual, subject to termination for material breach and failure to cure or termination in the event that the IP License Agreement is terminated. During the six months ended June 30, 2024 net revenue generated from supplying products to the Obagi China Business was $1.1 million and the related cost of goods sold was $0.3 million. During the six months ended June 30, 2023 net revenue generated from supplying products to the Obagi China Business was $3.4 million and the related cost of goods sold was $1.1 million. As of June 30, 2024, the Company had $0.5 million in related party accounts receivable from the Obagi China Business in the condensed consolidated balance sheet. As of December 31, 2023, the Company had $1.1 million in related party accounts receivable from the Obagi China Business in the condensed consolidated balance sheet. Under the Transition Services Agreement, the Company provided Obagi Hong Kong and its affiliates certain transition services to enable them to conduct the Obagi China Business as a going concern in the China Region. The transition services were provided for an initial term of up to twelve (12) months, with an option for Obagi China Business to extend the service period for up to an additional twelve (12) months solely as to certain R&D services. Obagi Hong Kong did not elect to extend the services and as a result the Transition Services Agreement expired on July 27, 2023. Services under the agreement were to be charged at the reasonable, fully-loaded costs of providing the services, but such services were to be provided at no charge for a certain period of time or up to a specified dollar value of services (the “Threshold Amount”). The Company determined that the Threshold Amount may be applied towards a combination of the Company’s services or inventory purchases made by the Obagi China Business under the Supply Agreement. Due to the fact that the Threshold Amount had not been reached at the time of expiration, the Company received no fees from the Obagi China Business. Transactions with Waldencast Ventures LP Waldencast Ventures LP is a shareholder of the Company and is controlled by Michel Brousset. The Company reimbursed Waldencast Ventures LP with respect to salary and other costs relating to Michel Brousset and Hind Sebti incurred by Waldencast Ventures LP in 2022 following the Business Combination as well as a portion of rent related to the Company’s London offices. During the six months ended June 30, 2024, there were no reimbursements. During the six months ended June 30, 2023, the total amount reimbursed was $0.3 million. Milk Milk subleases from Milk Studios Los Angeles LLC certain space in Los Angeles, CA on a month-to-month basis. Milk primarily uses these facilities for corporate offices and as an in-house studio. Milk also receives certain services from an employee of Milk Studios. During the six months ended June 30, 2024, the Company incurred administrative fees of $0.2 million, which is recorded in SG&A expenses in condensed consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2023, the Company incurred administrative fees of $0.2 million, which is recorded in SG&A expenses in condensed consolidated statements of operations and comprehensive loss. One of the cofounders of Milk Makeup and a shareholder of the Company is party to an influencer agreement with Milk Makeup pursuant to which she provides certain brand services to Milk Makeup. Milk paid $0.1 million in fees pursuant to this agreement during both the six months ended June 30, 2024 and the six months ended June 30, 2023.

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COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Purchase Commitments Purchase commitments represent unconditional purchase obligations to purchase goods or services, primarily inventory, that are enforceable and legally binding on the Company and specify all significant terms, including fixed or minimum quantities to be purchased, price provisions, and the approximate timing of the transaction. The Company has entered into a certain development and production agreement with a third-party vendor in which the Company is committed to purchase from the vendor certain units of Skintrinsiq devices totaling $5.7 million. As of June 30, 2024, the Company’s associated future minimum payment was $0.7 million over the next 12-18 months. Legal Proceedings The Company is not involved in any material litigation nor, to management’s knowledge, was any material litigation threatened against the Company, which if adversely determined could have a material adverse impact on the Company. SEC Investigation The audit committee of the Board, engaged in a review of certain accounting practices applied to the Company’s financial statements for the Predecessor Period and Successor Period through December 31, 2022. The Company proactively and voluntarily self-reported the review to the SEC. In connection with this matter, the Company received a document subpoena from the SEC in September 2023. Although the Company is fully cooperating with the SEC’s investigation and continues to voluntarily respond to requests related to this matter, it cannot predict when the SEC will complete its investigation or its outcome and potential impact such outcome may have on the Company’s business or whether any other inquiries or investigations arise as a result of this matter. Any remedial measures, sanctions, fines or penalties, including, but not limited to, financial penalties and awards, injunctive relief and compliance conditions, imposed on the Company could have a material adverse effect on its business, financial condition and results of operations.

v3.24.2.u1

SEGMENT REPORTING	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
SEGMENT REPORTING	SEGMENT REPORTING The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. The Company determined that it has two operating and reportable segments: Obagi Medical and Milk Makeup. Obagi Medical - this segment consists of the business of Obagi. Obagi’s business activities include developing, marketing, and selling skin health products. These assets and activities are conducted by Obagi Global Holdings Limited and its wholly-owned subsidiaries. Milk Makeup - this segment consists of the business of Milk. Milk’s business activities include developing, marketing, and selling cosmetics, skincare, and other beauty products. Milk generates revenue from the sale of cosmetics to retailers, including off-price retailers, and sales DTC via its website. Central costs include operating expenses related to corporate overhead expenses such as personnel-related costs, professional fees, interest expense related to the 2022 Credit Agreement, and the change in the fair value of derivatives. These costs are not used in evaluating the results of, or in allocating resources to, the Company’s segments. The following is a reconciliation of financial measures of the Company’s segments to the condensed consolidated totals: Six months ended June 30, 2024 Six months ended June 30, 2023 (In thousands of U.S. dollars) Obagi Medical Milk Makeup Total Obagi Medical Milk Makeup Total Net revenue $ 68,364  $ 63,218  $ 131,582  $ 57,014  $ 52,324  $ 109,338  Cost of goods sold 18,794  18,610  37,404  21,674  19,484  41,158  Gross profit $ 49,570  $ 44,608  $ 94,178  $ 35,340  $ 32,840  $ 68,180  The Company evaluates the performance of its reportable segments based on segment gross profit. Segment gross profit is segment revenue less segment cost of goods sold. The following table reconciles segment gross profit to net loss before income taxes for the six months ended June 30, 2024 and six months ended June 30, 2023: (In thousands of U.S. dollars) Six months ended June 30, 2024 Six months ended June 30, 2023 Gross profit $ 94,178  $ 68,180  Selling, general and administrative 119,879  100,687  Research and development 1,805  2,720  Interest expense, net 8,711  8,850  Change in fair value of derivative warrant liabilities (20,673) (1,122) Other income, net (285) (1,666) Loss before income taxes $ (15,259) $ (41,289) Income tax (benefit) expense (2,353) (4,509) Net loss $ (12,906) $ (36,780) The Company does not evaluate performance or allocate resources based on segment asset data, and therefore such information is not presented. All of the Company’s long-lived assets are located in the U.S.

v3.24.2.u1

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS In March 2023, we acquired a majority interest in Obagi Vietnam Import Export Trading MTV Company Limited, a company incorporated in accordance with the laws of Vietnam and formed by Obagi’s Southeast Asia Distributor SA Distributor to conduct its business in Vietnam (“Obagi Vietnam”). In August 2024, certain of Obagi’s subsidiaries entered into and consummated a purchase agreement (the “Vietnam Purchase Agreement”) with the SA Distributor effective June 2024, pursuant to which the SA Distributor (i) forfeited any rights to the earnout payment as well as any compensation related claims and (ii) agreed to the retirement of its minority stake in Obagi Blue Sea Holding, LLC, as a result of which Obagi Vietnam became a 100% owned subsidiary of Waldencast. In consideration for the above, the Company agreed to waive any right to the remaining outstanding payment obligations due by the SA Distributor to Obagi pursuant to the Vietnam Purchase Agreement. The agreement has no material impact on the financial statements.

v3.24.2.u1

CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY)	6 Months Ended
	Jun. 30, 2024
Condensed Financial Information Disclosure [Abstract]
CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY)	CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY) The parent company financial statements for Waldencast Plc should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and the accompanying notes thereto. For purposes of this condensed financial information, the Company’s wholly owned and majority owned subsidiaries are recorded based upon its proportionate share of its subsidiaries’ net assets (similar to presenting them on the equity method). Waldencast plc has no material operations of its own and conducts substantially all of its activities through its wholly owned subsidiaries. Waldencast plc has no significant assets or liabilities other than derivative warrant liabilities and cash, most expenditures paid by Waldencast plc are allocated to its subsidiaries. Waldencast Finco Limited, a wholly-owned indirect subsidiary of Waldencast plc, is the borrower under the 2022 Credit Agreement. The terms and conditions of the 2022 Credit Agreement (see Note 5 for definition) limit the ability of Waldencast plc’s wholly owned subsidiaries to make certain distributions or dividends, subject to a number of enumerated exceptions. Due to the aforementioned restrictions, substantially all of the Successor period net assets of Waldencast Plc’s subsidiaries are restricted. Since the restricted net assets of consolidated subsidiaries exceed 25% of the consolidated net assets of the Company and its subsidiaries, the accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in conjunction with the accompanying Condensed Consolidated Financial Statements. The following condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, Waldencast plc’s investment in its subsidiaries is presented under the equity method of accounting. WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED BALANCE SHEET (In thousands of U.S. dollars, except share and per share data) As of June 30, 2024 December 31, 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 868  $ 419  Intercompany receivable 46,112  51,964  Total current assets 46,980  52,383  Investment in subsidiary 721,429  745,537  TOTAL ASSETS $ 768,409  $ 797,920  LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Derivative warrant liabilities 7,974  28,647  TOTAL LIABILITIES 7,974  28,647  SHAREHOLDERS’ EQUITY: Class A ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 110,451,097 and 101,228,857 outstanding as of June 30, 2024 and December 31, 2023, respectively 11  9  Class B ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 12,053,331and 20,847,553 outstanding as of June 30, 2024 and December 31, 2023, respectively 1  2  Additional paid-in capital 875,523  871,527  Accumulated deficit (256,836) (246,761) Accumulated other comprehensive loss (90) (151) TOTAL CONTROLLING SHAREHOLDERS’ EQUITY 618,609  624,626  Noncontrolling Interest 141,826  144,647  TOTAL SHAREHOLDERS’ EQUITY 760,435  769,273  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 768,409  $ 797,920  WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED STATEMENT OF OPERATIONS (In thousands of U.S. dollars, except share and per share data) Six months ended June 30, 2024 Six months ended June 30, 2023 Net revenue $ —  $ —  Selling, general and administrative 6,655  615  Total operating loss (6,655) (615) Other income: Interest income, net (14) (15) Change in fair value of derivative warrant liabilities (20,673) (1,122) Income before income taxes 14,033  522  Income tax benefit —  —  Income before equity in undistributed earnings of subsidiaries 14,033  522  Equity in undistributed earnings of subsidiaries (24,108) (29,936) Net loss (10,075) (29,414) Other comprehensive income (loss) — foreign currency translation adjustments, net of tax 55  (23) Comprehensive loss $ (10,020) $ (29,437) WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED STATEMENT OF CASH FLOW (In thousands of U.S. dollars) Six months ended June 30, 2024 Six months ended June 30, 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (10,075) $ (29,414) Adjustments to reconcile net loss to net cash Cash used in operating activities: Equity in income of subsidiaries 24,108  29,936  Change in fair value of derivative warrant liabilities (20,673) (1,122) Net cash used in operating activities (6,640) (600) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from net settlement of RSUs 292  —  Transfers from subsidiaries 18,500  21,575  Transfers to subsidiaries —  (9,250) Expenses paid on behalf of subsidiaries (11,703) (12,040) Net cash provided by financing activities 7,089  285  CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 449  (315) CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period 419  3,215  CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of period $ 868  $ 2,900

v3.24.2.u1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation Waldencast and its consolidated subsidiaries (the “Company”) has prepared the accompanying condensed consolidated financial statements pursuant to generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). In the Company's opinion, all adjustments considered necessary for a fair presentation have been included. These statements omit certain information and footnote disclosures required for complete annual financial statements and, therefore, should be read in conjunction with the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023. Results of operations for the period ended June 30, 2024 are not necessarily indicative of the expected results for the remainder of the fiscal year. Unless the context requires otherwise, the “Company” refers to Waldencast together with its consolidated subsidiaries.
Principles of Consolidation	Principles of Consolidation—The accompanying condensed consolidated financial statements include the accounts of Waldencast and its consolidated subsidiaries. The Company consolidates entities in which the Company has a majority voting interest. The Company eliminates intercompany transactions and accounts in consolidation. The Company separately presents within equity on the condensed consolidated balance sheets the ownership interests attributable to parties with noncontrolling interests in the Company's consolidated subsidiaries, and separately presents net income attributable to such parties on the condensed consolidated statements of operations and comprehensive loss.
Use of Estimates	Use of Estimates—The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, revenue recognition, stock-based compensation, goodwill valuation, inventory valuation, and valuation allowance for deferred tax assets. The Company bases its estimates on historical experience and assumptions that it believes are reasonable at the time. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive loss.
Concentrations of Credit Risk	Concentrations of Credit Risk—Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash balances in accounts held by major banks and financial institutions located primarily in the U.S. and considers such risk to be minimal. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation insurance limit. The Company’s accounts receivable primarily represent amounts due from distributors, and third-party logistics companies, directly and indirectly from major retailers, and from group purchasing organizations located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions, requiring customer advance payments in certain circumstances. The Company generally does not require collateral. As of June 30, 2024, two U.S. customers accounted for 22% and 11% of accounts receivable, respectively. As of December 31, 2023, one U.S. customer accounted for 27% of accounts receivable. During the six months ended June 30, 2024, two vendors exceeded 10% of inventory purchases. During the six months ended June 30, 2023, one vendor exceeded 10% of inventory purchases. During the six months ended June 30, 2024, the Company purchased approximately 13% and 12% of inventory from two vendors. During the six months ended June 30, 2023, the Company purchased approximately 16% and 10% of inventory, respectively, from two vendors. As of June 30, 2024, one vendor accounted for 23% of accounts payable. As of December 31, 2023, one vendor accounted for 18% of accounts payable.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Standards, Not Yet Adopted	Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance requires an acquirer to, at the date of acquisition, recognize and measure the acquired contract assets and contract liabilities acquired in the same manner that they were recognized and measured in the acquiree’s financial statements before the acquisition. This guidance is effective for interim and annual periods beginning after December 15, 2023 for an EGC company, with early adoption permitted. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date. The Company adopted this standard as of January 1, 2024 and will apply the standard to any business combination prospectively. The adoption of this new standard has no effect on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards, Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively however, retrospective application is also permitted. The Company is in the process of assessing the impact of this ASU on its future condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the Company’s chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. This guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented in the financial statements. The Company is in the process of assessing the impact of this ASU on its future condensed consolidated financial statements, but does not expect it to have a material impact.

v3.24.2.u1

REVENUE (Tables)	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue by Sales Channel	Total revenue by sales channel was as follows for the periods indicated: Six months ended June 30, 2024 Six months ended June 30, 2023 (In thousands of U.S. dollars) Obagi Medical Milk Makeup Total Obagi Medical Milk Makeup Total Revenue by Sales Channel Direct sales $ 46,300  $ 60,933  $ 107,233  $ 33,766  $ 51,087  $ 84,853  Distributors 19,663  2,285  21,948  20,897  1,237  22,134  Net product sales $ 65,963  $ 63,218  $ 129,181  $ 54,663  $ 52,324  $ 106,987  Royalties 2,401  —  2,401  2,351  —  2,351  Net revenue $ 68,364  $ 63,218  $ 131,582  $ 57,014  $ 52,324  $ 109,338
Revenue by Geographic Region	Total revenue by geographic region, based on the location of the end customer, was as follows for the periods indicated: (In thousands of U.S. dollars) Six months ended June 30, 2024 Six months ended June 30, 2023 Revenue by Geographic Region  North America $ 95,469  $ 75,326  Rest of the World 33,712  31,661  Net product sales $ 129,181  $ 106,987  Royalties 2,401  2,351  Total $ 131,582  $ 109,338

v3.24.2.u1

INTANGIBLE ASSETS—NET (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	Intangible assets, net consisted of the following as of June 30, 2024: (In thousands of U.S. dollars) Weighted Average Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademark and trade name 14 $ 559,763  $ (81,071) $ 478,692  Customer relationships 11 36,000  (6,124) 29,876  Supply agreement 5 38,900  (14,995) 23,905  Formulations 8 28,900  (6,889) 22,011  Patents 20 211  (12) 199  Total $ 663,774  $ (109,091) $ 554,683  Intangible assets, net consisted of the following as of December 31, 2023: (In thousands of U.S. dollars) Weighted Average Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademark and trade name 14 $ 559,644  $ (59,989) $ 499,655  Customer relationships 11 36,000  (4,532) 31,468  Supply agreement 5 38,900  (11,105) 27,795  Formulations 8 28,900  (5,101) 23,799  Patents 20 154  (8) 146  Total $ 663,598  $ (80,735) $ 582,863

v3.24.2.u1

DEBT (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Debt	(In thousands of U.S. dollars) Maturity Date As of June 30, 2024 As of December 31, 2023 2022 Term Loan July 2026 $ 159,688  $ 161,875  Note Payable May 2024 —  968  2022 Revolving Credit Facility July 2026 15,000  —  Unamortized debt issuance costs (3,162) (3,050) Net carrying amount $ 171,526  $ 159,793  Less: Current portion of long-term debt (26,237) (8,529) Total long-term portion $ 145,289  $ 151,264

v3.24.2.u1

LEASES (Tables)	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Schedule of Supplemental Cash Flow and Other Information Related to Leases	Supplemental cash flow information related to the Company’s operating leases was as follows: (In thousands of U.S. dollars) Six months ended June 30, 2024 Six months ended June 30, 2023 Cash paid for amounts included in the measurement of operating lease liabilities: $ 1,882  $ 1,686  Right-of-use assets obtained in exchange for new operating lease liabilities: $ 131  $ 199

v3.24.2.u1

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis by level within the fair value hierarchy: As of June 30, 2024 (In thousands of U.S. dollars) Total Quoted Prices in Active Market Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Interest rate collar $ 172  $ —  $ 172  $ —  Liabilities: Derivative warrant liabilities - Public $ 3,149  $ 3,149  $ —  $ —  Derivative warrant liabilities - Private $ 4,825  $ —  $ 4,825  $ —  As of December 31, 2023 (In thousands of U.S. dollars) Total Quoted Prices in Active Market Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Interest rate collar $ 61  $ —  $ 61  $ —  Liabilities: Derivative warrant liabilities - Public $ 11,155  $ 11,155  $ —  $ —  Derivative warrant liabilities - Private $ 17,492  $ —  $ 17,492  $ —

v3.24.2.u1

SUPPLEMENTAL BALANCE SHEET DISCLOSURES (Tables)	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Change in Allowance for Doubtful Accounts	The change in the allowance for doubtful accounts were as follows: (In thousands of U.S. dollars) Six months ended June 30, 2024 Year ended December 31, 2023 Balance at beginning of period $ 1,552  $ 994  Allowance for doubtful accounts (826) 558  Write-off of uncollectible accounts, net (446) —  Balance at end of period $ 280  $ 1,552
Schedule of Inventory	The components of inventories were as follows: (In thousands of U.S. dollars) As of June 30, 2024 As of December 31, 2023 Work in process $ 8,242  $ 10,336  Finished goods 42,454  45,348  Total inventories $ 50,696  $ 55,684
Schedule of Property and Equipment, Net	Property and equipment, net consisted of the following: (In thousands of U.S. dollars) As of June 30, 2024 As of December 31, 2023 Computer hardware, software and equipment $ 727  $ 689  Furniture and fixture 539  533  Machinery and equipment 811  812  Internally developed software 896  854  Gondolas 8,220  7,078  Construction in process 32  —  Leasehold improvements 2,098  2,070  Total property and equipment $ 13,323  $ 12,036  Less accumulated depreciation (7,755) (6,105) Property and equipment, net $ 5,568  $ 5,931
Schedule of Other Current Liabilities	The major components of other current liabilities consisted of the following (in thousands): (In thousands of U.S. dollars) As of June 30, 2024 As of December 31, 2023 Accrued salaries and related expenses $ 9,191  $ 8,702  Accrued sales returns and damages 1,751  2,527  Accrued interest 1,453  1,357  Accrued distribution fees 690  590  Related party liability 4,901  5,856  Accrued professional services 4,035  2,901  Other 1,808  1,765  Total $ 23,829  $ 23,698

v3.24.2.u1

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Option Activity	Stock option activity for the six months ended June 30, 2024 was as follows: Number of Common Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic Value (in thousands) Balance as of December 31, 2023 18,915,358  $ 9.10  7.3 $ 47,792  Granted —  —  —  —  Exercised 150,000  0.68  —  —  Forfeited (439,085) 5.39  —  —  Balance as of June 30, 2024 18,626,273 9.22  6.8 2,054  Exercisable as of June 30, 2024 7,394,683 6.08  5.7 2,054  Vested and expected to vest as of June 30, 2024 18,626,273 $ 9.22  6.8 $ 2,054  Stock option activity for the six months ended June 30, 2023 was as follows: Number of Common Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic Value (in thousands) Balance as of December 31, 2022 20,452,155  $ 9.50  8.3 $ 39,118  Granted —  —  —  —  Exercised —  —  —  —  Forfeited (987,941) 5.39  —  —  Balance as of June 30, 2023 19,464,214 9.24  7.8 24,812  Exercisable as of June 30, 2023 5,220,895 4.44  7.2 17,187  Vested and expected to vest as of June 30, 2023 19,464,214 $ 9.24  7.8 $ 24,812
Schedule of Restricted Stock Activity	Restricted stock activity for the six months ended June 30, 2024 was as follows: Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2023 2,296,831  $ 9.16  Granted 1,191,011 5.34  Vested (741,789) 9.28  Forfeited (594,607) 7.15  Outstanding as of June 30, 2024 2,151,446 $ 7.36

v3.24.2.u1

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of Net Loss Per Share, Basic and Diluted	The following table sets forth the computation of basic and diluted net loss using the treasury stock method: (In thousands of U.S. dollars, except for share and per share amounts) Six months ended June 30, 2024 Six months ended June 30, 2023 Numerator: Net loss $ (12,906) $ (36,780) Net loss attributable to noncontrolling interest (2,831) (7,366) Net loss attributed to Class A shareholders - basic and diluted EPS (10,075) (29,414) Denominator: Weighted-average basic shares outstanding 107,366,433 86,876,187 Effect of dilutive securities —  —  Weighted-average diluted shares 107,366,433 86,876,187 Basic and diluted net loss per share $ (0.09) $ (0.34)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following table represents potential ordinary shares outstanding that were excluded from the computation of diluted net loss per share of common share because their effect would have been anti-dilutive: Six months ended June 30, 2024 Six months ended June 30, 2023 Warrants 29,533,282 29,533,282 Stock options 18,626,273 19,464,214 Restricted stock 2,151,446 3,033,771 Total 50,311,001 52,031,267

v3.24.2.u1

INCOME TAX BENEFIT (Tables)	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Schedule of Income Tax Expense	The table below sets forth information related to our income tax expense: Six months ended June 30, Change (In thousands of U.S. dollars, except percentage) 2024 2023 Income tax benefit (2,353) (4,509) 2,156  Effective tax rate 15.4  % 10.9  % 4.5  %

v3.24.2.u1

SEGMENT REPORTING (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Schedule of Reconciliation of Financial Measures of Company's Segments	The following is a reconciliation of financial measures of the Company’s segments to the condensed consolidated totals: Six months ended June 30, 2024 Six months ended June 30, 2023 (In thousands of U.S. dollars) Obagi Medical Milk Makeup Total Obagi Medical Milk Makeup Total Net revenue $ 68,364  $ 63,218  $ 131,582  $ 57,014  $ 52,324  $ 109,338  Cost of goods sold 18,794  18,610  37,404  21,674  19,484  41,158  Gross profit $ 49,570  $ 44,608  $ 94,178  $ 35,340  $ 32,840  $ 68,180
Schedule of Reconciliation of Segment Gross Profit to Net Loss Before Income Taxes	The following table reconciles segment gross profit to net loss before income taxes for the six months ended June 30, 2024 and six months ended June 30, 2023: (In thousands of U.S. dollars) Six months ended June 30, 2024 Six months ended June 30, 2023 Gross profit $ 94,178  $ 68,180  Selling, general and administrative 119,879  100,687  Research and development 1,805  2,720  Interest expense, net 8,711  8,850  Change in fair value of derivative warrant liabilities (20,673) (1,122) Other income, net (285) (1,666) Loss before income taxes $ (15,259) $ (41,289) Income tax (benefit) expense (2,353) (4,509) Net loss $ (12,906) $ (36,780)

v3.24.2.u1

CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY) (Tables)	6 Months Ended
	Jun. 30, 2024
Condensed Financial Information Disclosure [Abstract]
Schedule of Unaudited Condensed Balance Sheet	The following condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, Waldencast plc’s investment in its subsidiaries is presented under the equity method of accounting. WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED BALANCE SHEET (In thousands of U.S. dollars, except share and per share data) As of June 30, 2024 December 31, 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 868  $ 419  Intercompany receivable 46,112  51,964  Total current assets 46,980  52,383  Investment in subsidiary 721,429  745,537  TOTAL ASSETS $ 768,409  $ 797,920  LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Derivative warrant liabilities 7,974  28,647  TOTAL LIABILITIES 7,974  28,647  SHAREHOLDERS’ EQUITY: Class A ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 110,451,097 and 101,228,857 outstanding as of June 30, 2024 and December 31, 2023, respectively 11  9  Class B ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 12,053,331and 20,847,553 outstanding as of June 30, 2024 and December 31, 2023, respectively 1  2  Additional paid-in capital 875,523  871,527  Accumulated deficit (256,836) (246,761) Accumulated other comprehensive loss (90) (151) TOTAL CONTROLLING SHAREHOLDERS’ EQUITY 618,609  624,626  Noncontrolling Interest 141,826  144,647  TOTAL SHAREHOLDERS’ EQUITY 760,435  769,273  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 768,409  $ 797,920
Schedule of Unaudited Condensed Statement of Operations	WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED STATEMENT OF OPERATIONS (In thousands of U.S. dollars, except share and per share data) Six months ended June 30, 2024 Six months ended June 30, 2023 Net revenue $ —  $ —  Selling, general and administrative 6,655  615  Total operating loss (6,655) (615) Other income: Interest income, net (14) (15) Change in fair value of derivative warrant liabilities (20,673) (1,122) Income before income taxes 14,033  522  Income tax benefit —  —  Income before equity in undistributed earnings of subsidiaries 14,033  522  Equity in undistributed earnings of subsidiaries (24,108) (29,936) Net loss (10,075) (29,414) Other comprehensive income (loss) — foreign currency translation adjustments, net of tax 55  (23) Comprehensive loss $ (10,020) $ (29,437)
Schedule of Unaudited Condensed Statement of Cash Flow	WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED STATEMENT OF CASH FLOW (In thousands of U.S. dollars) Six months ended June 30, 2024 Six months ended June 30, 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (10,075) $ (29,414) Adjustments to reconcile net loss to net cash Cash used in operating activities: Equity in income of subsidiaries 24,108  29,936  Change in fair value of derivative warrant liabilities (20,673) (1,122) Net cash used in operating activities (6,640) (600) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from net settlement of RSUs 292  —  Transfers from subsidiaries 18,500  21,575  Transfers to subsidiaries —  (9,250) Expenses paid on behalf of subsidiaries (11,703) (12,040) Net cash provided by financing activities 7,089  285  CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 449  (315) CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period 419  3,215  CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of period $ 868  $ 2,900

v3.24.2.u1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Inventory Purchases | Supplier Concentration Risk | Vendor One
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	16.00%
Inventory Purchases | Supplier Concentration Risk | Vendor Two
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%	10.00%
Accounts Payable | Lender Concentration Risk | Vendor One
Concentration Risk [Line Items]
Concentration risk, percentage	23.00%		18.00%
Customer One | Accounts Receivable | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	22.00%		27.00%
Customer Two | Accounts Receivable | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	11.00%

v3.24.2.u1

REVENUE - Revenue by Sales Channel (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net revenue	$ 131,582	$ 109,338
Obagi Medical
Disaggregation of Revenue [Line Items]
Net revenue	68,364	57,014
Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	63,218	52,324
Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	129,181	106,987
Net product sales | Obagi Medical
Disaggregation of Revenue [Line Items]
Net revenue	65,963	54,663
Net product sales | Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	63,218	52,324
Net product sales | Direct sales
Disaggregation of Revenue [Line Items]
Net revenue	107,233	84,853
Net product sales | Direct sales | Obagi Medical
Disaggregation of Revenue [Line Items]
Net revenue	46,300	33,766
Net product sales | Direct sales | Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	60,933	51,087
Net product sales | Distributors
Disaggregation of Revenue [Line Items]
Net revenue	21,948	22,134
Net product sales | Distributors | Obagi Medical
Disaggregation of Revenue [Line Items]
Net revenue	19,663	20,897
Net product sales | Distributors | Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	2,285	1,237
Royalties
Disaggregation of Revenue [Line Items]
Net revenue	2,401	2,351
Royalties | Obagi Medical
Disaggregation of Revenue [Line Items]
Net revenue	2,401	2,351
Royalties | Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	$ 0	$ 0

v3.24.2.u1

REVENUE - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net revenue	$ 131,582	$ 109,338
Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	129,181	106,987
UNITED STATES | Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	$ 90,000	$ 71,200
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer One
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	22.00%	26.00%
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Two
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	20.00%	22.00%
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | UNITED STATES
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	10.00%	10.00%

v3.24.2.u1

REVENUE - Revenue by Geographic Region (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net revenue	$ 131,582	$ 109,338
Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	129,181	106,987
Net product sales | North America
Disaggregation of Revenue [Line Items]
Net revenue	95,469	75,326
Net product sales | Rest of the World
Disaggregation of Revenue [Line Items]
Net revenue	33,712	31,661
Royalties
Disaggregation of Revenue [Line Items]
Net revenue	$ 2,401	$ 2,351

v3.24.2.u1

INTANGIBLE ASSETS—NET - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 663,774	$ 663,598
Accumulated Amortization	(109,091)	(80,735)
Net Carrying Amount	$ 554,683	$ 582,863
Trademark and trade name
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	14 years	14 years
Gross Carrying Amount	$ 559,763	$ 559,644
Accumulated Amortization	(81,071)	(59,989)
Net Carrying Amount	$ 478,692	$ 499,655
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	11 years	11 years
Gross Carrying Amount	$ 36,000	$ 36,000
Accumulated Amortization	(6,124)	(4,532)
Net Carrying Amount	$ 29,876	$ 31,468
Supply agreement
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	5 years	5 years
Gross Carrying Amount	$ 38,900	$ 38,900
Accumulated Amortization	(14,995)	(11,105)
Net Carrying Amount	$ 23,905	$ 27,795
Formulations
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	8 years	8 years
Gross Carrying Amount	$ 28,900	$ 28,900
Accumulated Amortization	(6,889)	(5,101)
Net Carrying Amount	$ 22,011	$ 23,799
Patents
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	20 years	20 years
Gross Carrying Amount	$ 211	$ 154
Accumulated Amortization	(12)	(8)
Net Carrying Amount	$ 199	$ 146

v3.24.2.u1

INTANGIBLE ASSETS—NET - Narrative (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 28.3	$ 28.0

v3.24.2.u1

DEBT - Summary of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2022
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Unamortized debt issuance costs	$ (3,162)	$ (3,050)	$ (6,300)
Net carrying amount	171,526	159,793
Less: Current portion of long-term debt	(26,237)	(8,529)
Total long-term portion	145,289	151,264
2022 Term Loan
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Less: Current portion of long-term debt	(13,100)
2022 Revolving Credit Facility
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Less: Current portion of long-term debt	(15,000)
Note Payable | D&O Insurance
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Short-term debt	0	968
Line of Credit | 2022 Term Loan | 2022 Term Loan
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Long-term debt	159,688	161,875
Line of Credit | 2022 Revolving Credit Facility | 2022 Revolving Credit Facility
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Long-term debt	$ 15,000	$ 0

v3.24.2.u1

DEBT - Narrative (Details) - USD ($)			1 Months Ended	6 Months Ended
	Apr. 26, 2024	Jun. 30, 2022	Aug. 31, 2023	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Unamortized debt issuance costs		$ 6,300,000		$ 3,162,000	$ 3,050,000
Current portion of long-term debt				26,237,000	8,529,000
Accrued interest				1,500,000
2022 Term Loan
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Current portion of long-term debt				13,100,000
Unamortized debt issuance costs, current				$ 1,200,000
2022 Term Loan | Line of Credit
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Weighted average interest rate (percent)				8.50%
2022 Term Loan | Line of Credit | Variable Rate Component One | Alternate Base Rate
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt instrument, rate (percent)		2.50%		7.90%
2022 Term Loan | Line of Credit | Variable Rate Component Two | Secured Overnight Financing Rate (SOFR)
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt instrument, rate (percent)		0.10%
2022 Term Loan | Line of Credit | Variable Rate Component Three | Applicable Rate
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt instrument, rate (percent)		3.50%
2022 Revolving Credit Facility
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Current portion of long-term debt				$ 15,000,000.0
Unamortized debt issuance costs, current				700,000
2022 Term Loan | 2022 Term Loan | Line of Credit
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt		$ 7,500,000		100,000
Maximum borrowing capacity		$ 175,000,000.0
Unpaid principal				159,688,000	161,875,000
2022 Revolving Credit Facility | 2022 Term Loan | Line of Credit
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt term		4 years
2022 Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Maximum borrowing capacity	$ 45,000,000	$ 45,000,000.0
Unpaid principal				$ 15,000,000	$ 0
Weighted average interest rate (percent)				8.90%
Minimum liquidity covenant	10,000,000.0					$ 15,000,000.0
Decrease in revolving commitments	$ 5,000,000
Note Payable | D&O Insurance
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt			$ 2,400,000
Monthly principal and interest payments			$ 200,000
Debt term			10 months
Annual interest rate (percent)			8.20%

v3.24.2.u1

LEASES - Narrative (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease extension term (in years)	5 years
Operating lease expenses	$ 1.8	$ 1.8
TEXAS | Warehouse
Lessee, Lease, Description [Line Items]
Annual sublease rent	0.3
Impairment charge			$ 0.8
TEXAS | Office
Lessee, Lease, Description [Line Items]
Annual sublease rent	$ 0.4
Impairment charge			$ 2.7
Minimum
Lessee, Lease, Description [Line Items]
Operating lease term (in years)	8 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease term (in years)	11 years

v3.24.2.u1

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities:	$ 1,882	$ 1,686
Right-of-use assets obtained in exchange for new operating lease liabilities:	$ 131	$ 199

v3.24.2.u1

FINANCIAL INSTRUMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended		3 Months Ended	6 Months Ended
	Jul. 28, 2022	Dec. 20, 2021	Mar. 18, 2021	Mar. 01, 2021	Nov. 30, 2023	Sep. 30, 2023	Nov. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Derivative [Line Items]
Warrants outstanding (in shares)								29,533,282
Gain from change in fair value of warrants								$ 20,673	$ 1,122
Number of shares called by each warrant (in shares)								1
Exercise price of warrants (in dollars per share)								$ 11.50
Beauty Ventures LLC
Derivative [Line Items]
Consideration received				$ 173,000
Class A Ordinary Shares
Derivative [Line Items]
Issued (in shares)						14,000,000
Consideration received					$ 2,000	$ 68,000	$ 70,000
Class A Ordinary Shares | Burwell and Zeno
Derivative [Line Items]
Issued (in shares)		16,000,000
Class A Ordinary Shares | Beauty Ventures LLC
Derivative [Line Items]
Issued (in shares)				17,300,000
Public Warrants
Derivative [Line Items]
Issued (in shares)			11,499,950
Warrant exercise period								30 days
Warrant redemption period								30 days
Warrant redemption, number of trading days at or above trigger price								20 days
Warrant redemption, trading period								30 days
Warrant redemption, period between end of trading and notice of redemption								3 days
Warrant redemption, stock price trigger (in dollars per share)								$ 18.00
Public Warrants | Share-Based Payment Arrangement, Tranche One
Derivative [Line Items]
Warrant redemption price (in dollars per share)								0.01
Warrant redemption, stock price trigger (in dollars per share)								18.00
Public Warrants | Share-Based Payment Arrangement, Tranche Two
Derivative [Line Items]
Warrant redemption price (in dollars per share)								0.01
Warrant redemption, stock price trigger (in dollars per share)								$ 10.00
Sponsor Warrants
Derivative [Line Items]
Issued (in shares)	1,000,000		5,933,333
Consideration received	$ 1,500
Sponsor Warrants | Burwell and Zeno
Derivative [Line Items]
Issued (in shares)		5,333,333
Sponsor Warrants | Beauty Ventures LLC
Derivative [Line Items]
Issued (in shares)				5,766,666
Private Placement Warrants
Derivative [Line Items]
Warrant exercise period								30 days
Interest Rate Collar
Derivative [Line Items]
Derivative notional value								$ 160,000
Interest rate floor (percent)								2.55%
Interest rate cap (percent)								5.25%
Fair value of derivative asset								$ 200		$ 100
Gain from change in fair value on derivative instruments								100	300
Receipts exchanged on interest rate collar contracts (less than)								100	$ 0
Interest Rate Collar, Initial Fixed Payment
Derivative [Line Items]
Payments on interest rate collar contracts								$ 800

v3.24.2.u1

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Interest Rate Collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 172	$ 61
Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	3,149	11,155
Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	4,825	17,492
Quoted Prices in Active Market | Interest Rate Collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0	0
Quoted Prices in Active Market | Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	3,149	11,155
Quoted Prices in Active Market | Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	0	0
Significant Other Observable Inputs | Interest Rate Collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	172	61
Significant Other Observable Inputs | Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	0	0
Significant Other Observable Inputs | Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	4,825	17,492
Significant Other Unobservable Inputs | Interest Rate Collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0	0
Significant Other Unobservable Inputs | Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	0	0
Significant Other Unobservable Inputs | Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 0	$ 0

v3.24.2.u1

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Accounts receivable, before allowance for doubtful accounts	$ 29,500		$ 22,900
Allowance for doubtful accounts	280		1,552	$ 994
Depreciation expense	1,700	$ 2,300
Related Party
Related Party Transaction [Line Items]
Related party liability	$ 4,901		$ 5,856

v3.24.2.u1

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Change in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 1,552	$ 994	$ 994
Allowance for doubtful accounts	(826)	$ 73	558
Write-off of uncollectible accounts, net	(446)		0
Balance at end of period	$ 280		$ 1,552

v3.24.2.u1

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Work in process	$ 8,242	$ 10,336
Finished goods	42,454	45,348
Total inventories	$ 50,696	$ 55,684

v3.24.2.u1

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 13,323	$ 12,036
Less accumulated depreciation	(7,755)	(6,105)
Property and equipment, net	5,568	5,931
Computer hardware, software and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	727	689
Furniture and fixture
Property, Plant and Equipment [Line Items]
Total property and equipment	539	533
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	811	812
Internally developed software
Property, Plant and Equipment [Line Items]
Total property and equipment	896	854
Gondolas
Property, Plant and Equipment [Line Items]
Total property and equipment	8,220	7,078
Construction in process
Property, Plant and Equipment [Line Items]
Total property and equipment	32	0
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,098	$ 2,070

v3.24.2.u1

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Accrued salaries and related expenses	$ 9,191	$ 8,702
Accrued sales returns and damages	1,751	2,527
Accrued interest	1,453	1,357
Accrued distribution fees	690	590
Accrued professional services	4,035	2,901
Total	23,829	23,698
Related Party
Related Party Transaction [Line Items]
Related party liability and other	4,901	5,856
Total	4,901	5,856
Nonrelated Party
Related Party Transaction [Line Items]
Related party liability and other	$ 1,808	$ 1,765

v3.24.2.u1

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended			6 Months Ended	12 Months Ended
	Mar. 10, 2025	May 31, 2024	Apr. 30, 2024	Jan. 31, 2023	Jun. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options, unrecognized compensation cost					$ 18.6
Restricted stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)					1,191,011
Vested (in shares)					741,789
Granted (in dollars per share)					$ 5.34
Restricted stock, unrecognized compensation cost					$ 6.3
Compensation cost, weighted average service period (in years)					1 year 7 months 6 days
Restricted stock | Non-employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vested (in shares)			15,040
Restricted stock | Long-Term Incentive Awards | Non-employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)			48,880
Restricted stock | Long-Term Incentive Awards | Non-employee | Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage		33.33%
Restricted stock | Long-Term Incentive Awards | Non-employee | Share-Based Payment Arrangement, Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage		33.33%
Restricted stock | Long-Term Incentive Awards | Non-employee | Share-Based Payment Arrangement, Tranche Three
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage		33.33%
Restricted stock | Long-Term Incentive Awards | Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)		662,634
Restricted stock | Long-Term Incentive Awards | Employees | Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage		33.33%
Restricted stock | Long-Term Incentive Awards | Employees | Share-Based Payment Arrangement, Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage		33.33%
Restricted stock | Long-Term Incentive Awards | Employees | Share-Based Payment Arrangement, Tranche Three
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage		33.33%
Restricted stock | Long-Term Incentive Awards | Founder
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)		312,830
Restricted stock | Long-Term Incentive Awards | Forecast | Non-employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vested (in shares)	33,840
Employee Stock | 2022 Incentive Award Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum number of shares available for issuance					23,023,952
Annual increase in shares issued under plan, anniversary period					10 years
Percentage in shares available for issuance						3.00%
Shares remaining available for future issuance (in shares)					7,795,605
SGI 2025 Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)				2,290,000
Maximum allocated target share units, percent				200.00%
Granted (in dollars per share)				$ 8.88
Post vesting holding period (in years)				1 year
SGI 2027 Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)			166,667
Maximum allocated target share units, percent			200.00%
Granted (in dollars per share)			$ 6.48
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost, weighted average service period (in years)					4 years

v3.24.2.u1

STOCK-BASED COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Number of Common Stock Options
Beginning balance (in shares)	18,915,358	20,452,155	20,452,155
Granted (in shares)	0	0
Exercised (in shares)	150,000	0
Forfeited (in shares)	(439,085)	(987,941)
Ending balance (in shares)	18,626,273	19,464,214	18,915,358	20,452,155
Exercisable (in shares)	7,394,683	5,220,895
Vested and expected to vest (in shares)	18,626,273	19,464,214
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 9.10	$ 9.50	$ 9.50
Granted (in dollars per share)	0	0
Exercised (in dollars per share)	0.68	0
Forfeited (in dollars per share)	5.39	5.39
Ending balance (in dollars per share)	9.22	9.24	$ 9.10	$ 9.50
Exercisable (in dollars per share)	6.08	4.44
Vested and expected to vest (in dollars per share)	$ 9.22	$ 9.24
Weighted Average Remaining Contractual Life (in years)
Outstanding (in years)	6 years 9 months 18 days	7 years 9 months 18 days	7 years 3 months 18 days	8 years 3 months 18 days
Exercisable (in years)	5 years 8 months 12 days	7 years 2 months 12 days
Vested and expected to vest (in years)	6 years 9 months 18 days	7 years 9 months 18 days
Aggregate intrinsic Value (in thousands)
Outstanding	$ 2,054	$ 24,812	$ 47,792	$ 39,118
Exercisable	2,054	17,187
Vested and expected to vest	$ 2,054	$ 24,812

v3.24.2.u1

STOCK-BASED COMPENSATION - Restricted Stock Activity (Details) - Restricted stock	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Shares
Outstanding, beginning balance (in shares) | shares	2,296,831
Granted (in shares) | shares	1,191,011
Vested (in shares) | shares	(741,789)
Forfeited (in shares) | shares	(594,607)
Outstanding, ending balance (in shares) | shares	2,151,446
Weighted Average Grant Date Fair Value per Share
Outstanding beginning balance (in dollars per share) | $ / shares	$ 9.16
Granted (in dollars per share) | $ / shares	5.34
Vested (in dollars per share) | $ / shares	9.28
Forfeited (in dollars per share) | $ / shares	7.15
Outstanding ending balance (in dollars per share) | $ / shares	$ 7.36

v3.24.2.u1

SHAREHOLDERS’ EQUITY (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred shares authorized (in shares)	25,000,000	25,000,000
Preferred shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred shares issued (in shares)	0	0
Preferred shares outstanding (in shares)	0	0
Stock conversion ratio (in shares)	1
Class A Ordinary Shares
Class of Stock [Line Items]
Ordinary shares authorized (in shares)	1,000,000,000	1,000,000,000
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares issued (in shares)	110,451,097
Ordinary shares outstanding (in shares)	110,451,097	101,228,857
Common stock, voting rights	one
Class A Ordinary Shares | Ordinary Shares
Class of Stock [Line Items]
Ordinary shares outstanding (in shares)	110,451,097	101,228,857	87,032,559	86,460,560
Class B Ordinary Shares
Class of Stock [Line Items]
Ordinary shares authorized (in shares)	100,000,000	100,000,000
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares issued (in shares)	12,053,331
Ordinary shares outstanding (in shares)	12,053,331	20,847,553
Common stock, voting rights	one
Class B Ordinary Shares | Ordinary Shares
Class of Stock [Line Items]
Ordinary shares outstanding (in shares)	12,053,331	20,847,553	20,983,553	21,104,225

v3.24.2.u1

NET LOSS PER SHARE - Schedule of Net Loss Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss	$ (12,906)	$ (36,780)
Net loss attributable to noncontrolling interest	(2,831)	(7,366)
Net loss attributed to Class A shareholders - basic EPS	(10,075)	(29,414)
Net loss attributed to Class A shareholders - diluted EPS	$ (10,075)	$ (29,414)
Denominator:
Weighted-average basic shares outstanding (in shares)	107,366,433	86,876,187
Effect of dilutive securities (in shares)	0	0
Weighted-average diluted shares (in shares)	107,366,433	86,876,187
Basic net loss per share (in dollars per share)	$ (0.09)	$ (0.34)
Diluted net loss per share (in dollars per share)	$ (0.09)	$ (0.34)

v3.24.2.u1

NET LOSS PER SHARE - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	50,311,001	52,031,267
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	18,626,273	19,464,214	18,915,358	20,452,155
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	29,533,282	29,533,282
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	18,626,273	19,464,214
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,151,446	3,033,771

v3.24.2.u1

INCOME TAX BENEFIT (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax benefit	$ (2,353)	$ (4,509)
Changes in income tax benefit	$ 2,156
Effective tax rate (as percent)	15.40%	10.90%
Change in effective tax rate (as percent)	4.50%

v3.24.2.u1

RELATED PARTY TRANSACTIONS (Details) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended	5 Months Ended	6 Months Ended
	Mar. 18, 2021	Nov. 30, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Nov. 30, 2023 USD ($)	Dec. 31, 2022	Jun. 30, 2024 USD ($) cofounder	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jul. 28, 2022
Related Party Transaction [Line Items]
Net revenue						$ 131,582	$ 109,338
Cost of goods sold						37,404	41,158
Milk Makeup
Related Party Transaction [Line Items]
Net revenue						63,218	52,324
Cost of goods sold						18,610	19,484
Net product sales
Related Party Transaction [Line Items]
Net revenue						129,181	106,987
Net product sales | Milk Makeup
Related Party Transaction [Line Items]
Net revenue						$ 63,218	52,324
Private Placement Warrants
Related Party Transaction [Line Items]
Warrant exercise period						30 days
Related Party
Related Party Transaction [Line Items]
Accounts receivable, net						$ 464		$ 1,101
Amount reimbursed						0	300
Related Party | Milk Makeup
Related Party Transaction [Line Items]
Administrative expenses						$ 200	200
Number of cofounders with influencer agreements | cofounder						1
Influencer fees						$ 100	100
Related Party | Supply Commitment
Related Party Transaction [Line Items]
Net revenue						1,074	3,385
Cost of goods sold						270	1,121
Related Party | Obagi China Business
Related Party Transaction [Line Items]
Accounts receivable, net						500		$ 1,100
Transition services, initial term					12 months
Related Party | Obagi China Business | Supply Commitment
Related Party Transaction [Line Items]
Net revenue						1,100	3,400
Cost of goods sold						300	1,100
Related Party | Obagi China Business | Net product sales
Related Party Transaction [Line Items]
Net revenue						$ 100
Related Party | Obagi China Business | Net product sales | Maximum
Related Party Transaction [Line Items]
Net revenue							$ 100
Related Party | Private Placement Warrants
Related Party Transaction [Line Items]
Warrant exercise period	30 days
Class A Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares) | shares			14,000,000
Price per unit (in dollars per share) | $ / shares			$ 5.00
Consideration received		$ 2,000	$ 68,000	$ 70,000
Class A Ordinary Shares | Related Party | Cedarwalk | Waldencast plc | Obagi China Business
Related Party Transaction [Line Items]
Ownership interest in fully diluted Class A ordinary shares (percent)									24.50%

v3.24.2.u1

COMMITMENTS AND CONTINGENCIES (Details) - Skintrinsiq Devices $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($)
Long-Term Purchase Commitment [Line Items]
Initial commitment amount of purchase commitments	$ 5.7
Future minimum payment	$ 0.7
Minimum
Long-Term Purchase Commitment [Line Items]
Purchase commitment period	12 months
Maximum
Long-Term Purchase Commitment [Line Items]
Purchase commitment period	18 months

v3.24.2.u1

SEGMENT REPORTING - Narrative (Details)	6 Months Ended
	Jun. 30, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

v3.24.2.u1

SEGMENT REPORTING - Reconciliation of Financial Measures of Segments to Consolidated Totals (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Net revenue	$ 131,582	$ 109,338
Cost of goods sold	37,404	41,158
Gross profit	94,178	68,180
Obagi Medical
Segment Reporting Information [Line Items]
Net revenue	68,364	57,014
Cost of goods sold	18,794	21,674
Gross profit	49,570	35,340
Milk Makeup
Segment Reporting Information [Line Items]
Net revenue	63,218	52,324
Cost of goods sold	18,610	19,484
Gross profit	$ 44,608	$ 32,840

v3.24.2.u1

SEGMENT REPORTING - Reconciliation of Segment Gross Profit to Net Loss Before Income Taxes (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting [Abstract]
Gross profit	$ 94,178	$ 68,180
Selling, general and administrative	119,879	100,687
Research and development	1,805	2,720
Interest expense, net	8,711	8,850
Change in fair value of derivative warrant liabilities	(20,673)	(1,122)
Other income, net	(285)	(1,666)
Income (loss) before income taxes	(15,259)	(41,289)
Income tax (benefit) expense	(2,353)	(4,509)
Net loss	$ (12,906)	$ (36,780)

v3.24.2.u1

SUBSEQUENT EVENTS (Details)	Aug. 31, 2024
Subsequent Event | Obagi Vietnam
Subsequent Event [Line Items]
Parent ownership percentage of subsidiary	100.00%

v3.24.2.u1

CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY) - UNAUDITED CONDENSED BALANCE SHEET (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 19,691	$ 21,089
Total current assets	107,223	107,327
TOTAL ASSETS	1,013,646	1,042,710
CURRENT LIABILITIES:
Derivative warrant liabilities	7,974	28,647
TOTAL LIABILITIES	253,212	273,437
SHAREHOLDERS’ EQUITY:
Additional paid-in capital	875,522	871,527
Accumulated deficit	(256,836)	(246,761)
Accumulated other comprehensive loss	(90)	(151)
TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	618,608	624,626
Noncontrolling Interest	141,826	144,647
TOTAL SHAREHOLDERS' EQUITY	760,434	769,273	$ 767,251	$ 799,898
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 1,013,646	$ 1,042,710
Class A Ordinary Shares
SHAREHOLDERS’ EQUITY:
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares authorized (in shares)	1,000,000,000	1,000,000,000
Ordinary shares outstanding (in shares)	110,451,097	101,228,857
Ordinary shares	$ 11	$ 9
Class B Ordinary Shares
SHAREHOLDERS’ EQUITY:
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares authorized (in shares)	100,000,000	100,000,000
Ordinary shares outstanding (in shares)	12,053,331	20,847,553
Ordinary shares	$ 1	$ 2
Parent Company
CURRENT ASSETS:
Cash and cash equivalents	868		419
Intercompany receivable	46,112		51,964
Total current assets	46,980		52,383
Investment in subsidiary	721,429		745,537
TOTAL ASSETS	768,409		797,920
CURRENT LIABILITIES:
Derivative warrant liabilities	7,974		28,647
TOTAL LIABILITIES	7,974		28,647
SHAREHOLDERS’ EQUITY:
Additional paid-in capital	875,523		871,527
Accumulated deficit	(256,836)		(246,761)
Accumulated other comprehensive loss	(90)		(151)
TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	618,609		624,626
Noncontrolling Interest	141,826		144,647
TOTAL SHAREHOLDERS' EQUITY	760,435		769,273
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 768,409		797,920
Parent Company | Class A Ordinary Shares
SHAREHOLDERS’ EQUITY:
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares authorized (in shares)	1,000,000,000	1,000,000,000
Ordinary shares outstanding (in shares)	110,451,097	101,228,857
Ordinary shares	$ 11		9
Parent Company | Class B Ordinary Shares
SHAREHOLDERS’ EQUITY:
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares authorized (in shares)	1,000,000,000	1,000,000,000
Ordinary shares outstanding (in shares)	12,053,331	20,847,553
Ordinary shares	$ 1		$ 2

v3.24.2.u1

CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY) - UNAUDITED CONDENSED STATEMENT OF OPERATIONS (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Condensed Income Statements, Captions [Line Items]
Net revenue	$ 131,582	$ 109,338
Selling, general and administrative	119,879	100,687
Operating loss	(27,506)	(35,227)
Other income:
Change in fair value of derivative warrant liabilities	(20,673)	(1,122)
Income (loss) before income taxes	(15,259)	(41,289)
Income tax benefit	2,353	4,509
Net loss attributable to Class A shareholders	(10,075)	(29,414)
Other comprehensive income (loss) — foreign currency translation adjustments, net of tax	71	(29)
Comprehensive loss attributable to Class A shareholders	(10,020)	(29,437)
Parent Company
Condensed Income Statements, Captions [Line Items]
Net revenue	0	0
Selling, general and administrative	6,655	615
Operating loss	(6,655)	(615)
Other income:
Interest income, net	(14)	(15)
Change in fair value of derivative warrant liabilities	(20,673)	(1,122)
Income (loss) before income taxes	14,033	522
Income tax benefit	0	0
Income before equity in undistributed earnings of subsidiaries	14,033	522
Equity in undistributed earnings of subsidiaries	(24,108)	(29,936)
Net loss attributable to Class A shareholders	(10,075)	(29,414)
Other comprehensive income (loss) — foreign currency translation adjustments, net of tax	55	(23)
Comprehensive loss attributable to Class A shareholders	$ (10,020)	$ (29,437)

v3.24.2.u1

CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY) - UNAUDITED CONDENSED STATEMENT OF CASH FLOW (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (10,075)	$ (29,414)
Cash used in operating activities:
Change in fair value of derivative warrant liabilities	(20,673)	(1,122)
Net cash used in operating activities	(11,382)	(16,365)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities	11,314	29,282
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(1,464)	11,533
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	22,576	10,163
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	21,185	21,670
Parent Company
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	(10,075)	(29,414)
Cash used in operating activities:
Equity in income of subsidiaries	24,108	29,936
Change in fair value of derivative warrant liabilities	(20,673)	(1,122)
Net cash used in operating activities	(6,640)	(600)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from net settlement of RSUs	292	0
Transfers from subsidiaries	18,500	21,575
Transfers to subsidiaries	0	(9,250)
Expenses paid on behalf of subsidiaries	(11,703)	(12,040)
Net cash provided by financing activities	7,089	285
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	449	(315)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	419	3,215
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$ 868	$ 2,900

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