Includes Exercise of Underwriters’
Over-Allotment Option and an Additional Investment of up to $333
Million in Forward Purchase Agreements
Waldencast Acquisition Corp. (the “Company”) (NASDAQ: WALDU)
announced today the closing of its upsized initial public offering
of 34,500,000 units at a price of $10.00 per unit, including
4,500,000 units issued pursuant to the exercise by the underwriters
of their over-allotment option in full. The units are listed on The
Nasdaq Stock Market LLC (“Nasdaq”) and began trading under the
ticker symbol “WALDU” on March 16, 2021. Each unit consists of one
Class A ordinary share and one-third of one redeemable warrant,
each whole warrant entitling the holder thereof to purchase one
Class A ordinary share at a price of $11.50 per share, subject to
certain adjustments. Only whole warrants are exercisable. Once the
securities constituting the units begin separate trading, the Class
A ordinary shares and warrants are expected to be listed on Nasdaq
under the symbols “WALD” and “WALDW,” respectively.
The Company is incorporated for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses. While it may pursue an initial business combination
target in any industry or geographic location, the Company intends
to focus its search for a target business operating in the beauty,
personal care and wellness sectors.
In connection with the initial public offering, the Company has
entered into a forward purchase agreement (the “Sponsor Forward
Purchase Agreement”) with its sponsor, Waldencast Long-Term Capital
LLC, and Dynamo Master Fund, a member of the sponsor, which will
provide for the purchase of an aggregate 13,000,000 Class A
ordinary shares and 4,333,333 redeemable warrants, for an aggregate
purchase price of $130,000,000, or $10.00 per one Class A ordinary
shares and one-third of one redeemable warrant, in a private
placement to close substantially concurrently with the closing of
the initial business combination. The Sponsor Forward Purchase
Agreement provides that the purchasers may, in their sole
discretion, increase the amount of capital committed under the
Sponsor Forward Purchase Agreement up to an amount not to exceed
$160,000,000.
In addition, the Company has entered into a third-party forward
purchase agreement (the “Beauty Forward Purchase Agreement”) with
Beauty Ventures LLC (“Beauty Ventures”), which will provide for the
purchase of an aggregate of up to 17,300,000 Class A ordinary
shares and up to 5,766,667 redeemable warrants, for an aggregate
purchase price of up to $173,000,000, (subject to the below), or
$10.00 per one Class A ordinary share and one-third of one
redeemable warrant, in a private placement to close substantially
concurrently with the closing of the initial business combination.
To the extent that the amounts available from the trust account and
other financing (including the Sponsor Forward Purchase Agreement)
are sufficient for the cash requirements in connection with our
initial business combination, our sponsor may, in its sole
discretion, as the managing member of Beauty Ventures, reduce its
purchase obligation, up to the full amount, under the Beauty
Forward Purchase Agreement.
The Company is led by CEO Michel Brousset (former Group
President of L’Oréal), Executive Chairman Felipe Dutra
(former CFO at Anheuser-Busch InBev) and COO Hind Sebti
(former General Manager of L’Oréal). The Board of Directors
consists of the following individuals:
- Cristiano Souza – Senior Partner at Dynamo Capital
- Lindsay Pattison – Chief Client Officer of WPP
- Sarah Brown – Founder and Chair of Theirworld, a
children's charity
- Juliette Hickman – Former investment analyst and
investor for Capital World Investors and an independent director
for Montanya Distillers and Keurig Dr Pepper
- Zack Werner – Founder of The Maze Group
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities
LLC acted as joint book-running managers for the offering.
The offering was made only by means of a prospectus. Copies of
the prospectus may be obtained from Credit Suisse Securities (USA)
LLC Attn: Prospectus Department, 6933 Louis Stephens Drive,
Morrisville, NC 27560, Telephone: 1-800-221-1037, Email:
usa.prospectus@credit-suisse.com, and J.P. Morgan Securities LLC,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717; Telephone: 1-866-803-9204; Email:
prospectus-eq_fi@jpmchase.com.
Registration statements relating to the securities became
effective on March 15, 2021. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the
proposed initial public offering and search for an initial business
combination. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the
Company’s preliminary prospectus for the Company’s initial public
offering filed with the U.S. Securities and Exchange Commission.
Copies of these documents are available on the SEC’s website,
www.sec.gov. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
About Waldencast Acquisition Corp.
Waldencast’s vision is to build a global best-in-class beauty
and wellness operating platform by creating, nurturing and scaling
the next generation of conscious, purpose-driven brands. The
Company intends to seek brands with a direct connection to today’s
evolving consumers whose goals include pursuing social
responsibility, inclusiveness, sustainability and transparency. Its
goal is to become the partner of choice for next-generation brands
and consumers by leveraging the collective leadership and the
industry-specific operating experience of its management team. The
Waldencast team is led by Michel Brousset (Chief Executive
Officer), Felipe Dutra (Executive Chairman), and Hind Sebti (Chief
Operating Officer), and includes highly experienced industry
operators with significant leadership experience in building,
marketing, operating, and investing in beauty, personal care,
wellness, and consumer businesses globally.
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version on businesswire.com: https://www.businesswire.com/news/home/20210318005680/en/
Investors
Ross Nutter investors@waldencast.com
Media
Gladstone Place Partners Steve Lipin/Christina Stenson
waldencast@gladstoneplace.com
Waldencast Acquisition (NASDAQ:WALDU)
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