Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
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. The
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.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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