Waldencast plc Files 20-F for Fiscal Year Ended December 31, 2022

TL;DR

<b>Waldencast plc submitted its 20-F filing for the fiscal year 2022, detailing its financial position and business operations.</b>

AI Summary

Waldencast plc (WALDW) filed a Foreign Annual Report (20-F) with the SEC on January 16, 2024. Waldencast plc filed its annual report on Form 20-F for the fiscal year ended December 31, 2022. The filing covers the period from January 1, 2022, to December 31, 2022. The company's principal business address is 10 Bank Street, Suite 560, White Plains, NY 10606. Waldencast plc was formerly known as Waldencast Acquisition Corp. until January 12, 2021. The SIC code for the company is 2844, pertaining to Perfumes, Cosmetics & Other Toilet Preparations.

Why It Matters

For investors and stakeholders tracking Waldencast plc, this filing contains several important signals. This 20-F filing provides a comprehensive overview of Waldencast plc's financial performance and corporate structure for the fiscal year 2022, which is crucial for investors to assess the company's health and future prospects. As a foreign private issuer, this 20-F filing is the primary annual disclosure document for Waldencast plc, offering insights into its business, risks, and financial statements under SEC regulations.

Risk Assessment

Risk Level: medium — Waldencast plc shows moderate risk based on this filing. The filing is a standard annual report (20-F) for a public company, indicating routine disclosure rather than immediate significant events, but the lack of detailed financial data within the provided text limits a deeper risk assessment.

Analyst Insight

Investors should review the full 20-F filing to understand Waldencast plc's financial performance, strategic initiatives, and risk factors for the 2022 fiscal year.

Key Numbers

• 2022-12-31 — Conformed Period of Report (Fiscal year end date)
• 2024-01-16 — Filed as of Date (Date the filing was submitted)
• 2021-01-12 — Date of Name Change (Date Waldencast plc changed from Waldencast Acquisition Corp.)
• 001-40207 — SEC File Number (Company's SEC file number)

Key Players & Entities

• Waldencast plc (company) — Filer name
• Waldencast Acquisition Corp. (company) — Former company name
• 10 Bank Street, Suite 560 (location) — Business and Mail Address
• White Plains, NY 10606 (location) — Business and Mail Address
• 2844 (industry_code) — Standard Industrial Classification

Forward-Looking Statements

• Waldencast plc will continue to operate within the 'PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS' industry. (Waldencast plc) — high confidence, target: 2025-12-31

FAQ

Industry Context

Waldencast plc operates within the cosmetics and personal care industry, a sector characterized by brand loyalty, innovation, and global market trends.

Regulatory Implications

As a foreign private issuer, Waldencast plc is subject to SEC regulations, including the requirement to file an annual report on Form 20-F, which details its business and financial information.

What Investors Should Do

1. Review the complete 20-F filing for detailed financial statements and management discussion.
2. Analyze the risk factors section to understand potential challenges facing Waldencast plc.
3. Compare Waldencast plc's disclosures with industry peers for competitive insights.

Key Dates

• 2024-01-16: Filing Date — Submission of the 20-F annual report for fiscal year 2022.
• 2022-12-31: Fiscal Year End — End date of the reporting period covered by the 20-F.
• 2021-01-12: Name Change — Date Waldencast plc officially changed its name from Waldencast Acquisition Corp.

Year-Over-Year Comparison

This filing represents the annual disclosure for the fiscal year 2022, following previous filings which would have covered earlier periods or different forms.

Key Financial Figures

• $0.0001 — ed Class A ordinary shares, par value $0.0001 per share WALD Nasdaq Stock Market LLC
• $11.50 — ordinary share at an exercise price of $11.50 per share WALDW Nasdaq Stock Market LLC

Filing Documents

• wald-20221231.htm (20-F) — 4294KB
• wald_20221231-20fxex439.htm (EX-4.39) — 93KB
• wald-20221231xexhibit81.htm (EX-8.1) — 11KB
• wald-20221231x20fxex121.htm (EX-12.1) — 9KB
• wald-20221231x20fxex122.htm (EX-12.2) — 9KB
• wald-20221231x20fxex131.htm (EX-13.1) — 4KB
• wald-20221231x20fxex132.htm (EX-13.2) — 4KB
• wald-20221231_g1.jpg (GRAPHIC) — 269KB
• wald-20221231_g2.jpg (GRAPHIC) — 139KB
• wald-20221231_g3.jpg (GRAPHIC) — 157KB
• wald-20221231_g4.jpg (GRAPHIC) — 203KB
• wald-20221231_g5.jpg (GRAPHIC) — 118KB
• wald-20221231_g6.jpg (GRAPHIC) — 510KB
• 0001840199-24-000006.txt (&nbsp;) — 23420KB
• wald-20221231.xsd (EX-101.SCH) — 101KB
• wald-20221231_cal.xml (EX-101.CAL) — 157KB
• wald-20221231_def.xml (EX-101.DEF) — 818KB
• wald-20221231_lab.xml (EX-101.LAB) — 1179KB
• wald-20221231_pre.xml (EX-101.PRE) — 1030KB
• wald-20221231_htm.xml (XML) — 3227KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5

KEY INFORMATION

ITEM 3. KEY INFORMATION 6

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 62

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 92

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 92

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 122

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 131

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 141

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 207

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 207

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 220

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 221 PART II 221

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 221

MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 221

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 221

AUDIT COMMITTEE AND FINANCIAL EXPERTS

ITEM 16A. AUDIT COMMITTEE AND FINANCIAL EXPERTS 223

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 223

PRINCIPAL ACCOUNT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNT FEES AND SERVICES 223

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 224

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 224

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 224

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 224

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 225

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 225

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 225 PART III 225

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 225

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 225

EXHIBITS

ITEM 19. EXHIBITS 225 EXHIBIT INDEX 226 SIGNATURE 230 Table of Contents INTRODUCTION AND USE OF CERTAIN TERMS Waldencast plc publishes consolidated financial statements expressed in U.S. dollars. Our consolidated financial statements responsive to Item 18 of this Annual Report filed on Form 20-F (including information incorporated by reference herein, this "Report") with the U.S. Securities and Exchange Commission ("SEC") are prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Unless the context requires otherwise, the words "we," "our," "us," "Company," "Waldencast" and similar words or phrases in this Report refer to Waldencast plc (formerly known as Waldencast Acquisition Corp.), a public limited company incorporated under the laws of Jersey, and its consolidated subsidiaries, including, but not limited to, Obagi Global Holdings Limited, a Cayman Islands exempted company, and its subsidiaries (collectively, "Obagi") and Milk Makeup LLC, a Delaware limited liability company, and its subsidiaries (collectively, "Milk"), which Waldencast acquired on July 27, 2022 (the "Closing Date"), as more fully described in "Item 4. Information on the Company" and "Item 10. Additional Information—C. Material Contracts" in this Report (the "Business Combination"). In accounting for the Business Combination, Waldencast plc was deemed to be the accounting acquirer, and Obagi was deemed to be the predecessor entity for purposes of financial reporting. As a result, when reading our financial statements and information about historical financial results in this Report, you should note there is a clear division between the "predecessor" periods that include financial statements up to the Closing Date (the "Predecessor Periods"), and successor periods that include all periods after the close of the Business Combination (the "Successor Periods"). The predecessor and successor results shown are not comparable, as the Predecessor Periods inclu

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and Senior Management Not applicable. B. Advisers Not applicable. C. Auditors Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. 5 Table of Contents

KEY INFORMATION

ITEM 3. KEY INFORMATION A. Selected Financial Data Reserved. B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors

RISK FACTORS

RISK FACTORS In evaluating our business, you should carefully consider the following discussion of material risks, events and uncertainties that make an investment in us speculative or risky, in addition to the other information in this Report. A manifestation of any of the following risks and uncertainties could, in circumstances we may or may not be able to accurately predict, materially and adversely affect our business and operations, growth, reputation (including the commercial reputation of our products), prospects, product pipeline and sales, operating and financial results, financial condition, cash flows, liquidity and share price. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. It is not possible to predict or identify all such factors; our operations could also be affected by factors, events or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. Therefore, you should not consider the following risks to be a complete statement of all the potential risks or uncertainties that we face. SUMMARY OF KEY RISKS Risks Related to Internal Controls and Financial Reporting o We are subject to an investigation by the SEC and may face litigation and other risks as a result of the restatement of our financial results and material weaknesses in our internal control over financial reporting. o We have identified material weaknesses in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. Risks Relating to our Business Operations and Financial Condition o We may not be able to successfully implement our growth strategy, which

View Full Filing

View this 20-F filing on SEC EDGAR