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Item 2. Unregistered Sales of Equity Securities

2022-05-16 compared with 2021-11-18 · 54 added, 33 removed, 5 unchanged (95% of the section changed)

1 unchanged sentence

AND USE OF PROCEEDS

On March 18, 2021, we consummated our Initial

Public Offering of 30,000,000 units.

On March 18, 2021, in connection with the underwriters’ election to exercise their over-allotment

option, we consummated the sale of an additional 4,500,000 Units.

The Units sold in our Initial Public Offering and exercise of over-allotment

option were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $345,000,000.

The securities in the offering

were registered under the Securities Act on a registration statement on Form S-1 (No.

The Securities and Exchange Commission

declared the registration statement effective on March 15, 2021.

Simultaneously with the consummation of the Initial

Public Offering, we consummated a private placement of 5,933,333 Private Placement Warrants to our Sponsor at a price of $1.50 per Private

Placement Warrant, generating total proceeds of $8,900,000.

Such securities were issued pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to

the warrants underlying the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted

(1) they will not be redeemable by the Company except if the Reference Value is less than $18.00 per share (as adjusted for

certain adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants

must also be concurrently called for redemption on the same terms as the outstanding public warrants;

(2) they (including the Class A

ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or

sold by the Sponsor until 30 days after the completion of a Business Combination;

(3) they may be exercised by the holders on a cashless

and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

Of the gross proceeds received from our Initial

Public Offering including the over-allotment option and the Private Placement Warrants, $345,000,000 was placed in the Trust Account.

We paid a total of $6,900,000 in underwriting

discounts and commissions and $1,194,599 for other costs and expenses related to our Initial Public Offering.

In addition, the underwriter

agreed to defer $12,075,000 in underwriting discounts and commissions.

For a description of the use of the proceeds generated

in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Unregistered Sales

On January 12, 2021, the Company issued 7,187,500

Founder Shares to the Sponsor for an aggregate purchase price of $25,000.

In February 2021, the Sponsor transferred 20,000 Waldencast

Class B ordinary shares to each of the Investor Directors, resulting in the Sponsor holding 7,107,500 Waldencast Class B ordinary shares.

On March 15, 2021, the Company effected a dividend of 0.2 of a share of Class B ordinary shares for each share of Class B ordinary shares,

resulting in 8,625,000 shares of Class B ordinary shares being issued and outstanding, of which 8,545,000 are held by the Sponsor.

Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary

shares received upon conversion thereof until the earlier of:

(A) one year after the completion of a Business Combination and (B) subsequent

to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted

for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20

trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the

Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all

of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Simultaneously with the closing of the Initial

Public Offering, our Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per Private Placement

Warrant, for an aggregate price of $8,900,000.

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price

of $11.50 per share, subject to adjustment.

These issuance were made pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect

to such sales.

Use of Proceeds

On March 18, 2021, the Company consummated its

Initial Public Offering of 34,500,000 Units at $10.00 per Unit, generating gross proceeds to the Company of $345,000,000.

Credit Suisse

Securities (USA) LLC and J.P.

Morgan Securities LLC are acting as joint book-running managers for the offering.

The securities sold in

the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No.

333-253370 and 333-254317).

The SEC declared the registration statements effective on March 16, 2021.

Simultaneously with the closing of the Initial

Public Offering, our Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per Private Placement

Warrant, for an aggregate price of $8,900,000.

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price

of $11.50 per share, subject to adjustment.

In connection with the Initial Public Offering,

we incurred offering costs of approximately $20,169,599 (including deferred underwriting commissions of approximately $12,075,000 million).

Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering.

After deducting the underwriting

discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial Business Combination,

if consummated) and the Initial Public Offering expenses, $345 million of the net proceeds from our Initial Public Offering and certain

of the proceeds from the private placement of the Private Placement Warrants (or $10.00 per Unit sold in the Initial Public Offering)

was placed in the Trust Account.

The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement

Warrants are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.

There has been no material change in the planned

use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related

to the Initial Public Offering.

For a description of the use of the proceeds generated from the Initial Public Offering, see Part I, Item

2 of this Form 10-Q.

DEFAULTS UPON SENIOR SECURITIES

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities