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UPLOAD Filing

Waldencast plc
Date: July 3, 2025 · CIK: 0001840199 · Accession: 0000000000-25-007064

Financial Reporting Risk Disclosure

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File numbers found in text: 001-40207

Date
July 3, 2025
Author
Division of
Form
UPLOAD
Company
Waldencast plc

Letter

Re: Waldencast plc Form 20-F for Fiscal Year Ended December 31, 2024 File No. 001-40207 Dear Michel Brousset:

July 3, 2025

Michel Brousset Chief Executive Officer Waldencast plc 81 Fulham Road London, SW3 6RD United Kingdom

We have reviewed your filing and have the following comment.

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments.

Form 20-F filed March 20, 2025 Goodwill, page F-24

1. We note that you performed an annual goodwill impairment test on October 1, 2024 and recognized a goodwill impairment charge of $5.0 million. Given the significance of your goodwill balance and that your market capitalization continues to be significantly less than your total equity, please expand your disclosures to provide additional insight as to how you determined the amount of the impairment charge to record as well as the probability of a future goodwill impairment. Please address the following in your disclosures: Your consideration of the current market capitalization in your determination of fair value; The percentage by which the estimated fair value exceeded carrying value as of the date of the most recent impairment test. Address how you determined such fair value in light of your current market capitalization; The specific critical assumptions used in your fair value determination; The degree of uncertainty associated with your key assumptions and how changes July 3, 2025 Page 2

in key assumptions could impact your fair value determination; and Potential events and/or changes in circumstances that could reasonably be expected to negatively affect your key assumptions.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Tayyaba Shafique at 202-551-2110 or Nudrat Salik at 202-551-3692 if you have questions regarding comments on the financial statements and related matters.

Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 July 3, 2025

Michel Brousset
Chief Executive Officer
Waldencast plc
81 Fulham Road
London, SW3 6RD
United Kingdom

 Re: Waldencast plc
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-40207
Dear Michel Brousset:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F filed March 20, 2025
Goodwill, page F-24

1. We note that you performed an annual goodwill impairment test on October
1,
 2024 and recognized a goodwill impairment charge of $5.0 million. Given
the
 significance of your goodwill balance and that your market
capitalization continues to
 be significantly less than your total equity, please expand your
disclosures to provide
 additional insight as to how you determined the amount of the impairment
charge to
 record as well as the probability of a future goodwill impairment.
Please address the
 following in your disclosures:
 Your consideration of the current market capitalization in your
determination of
 fair value;
 The percentage by which the estimated fair value exceeded carrying
value as of
 the date of the most recent impairment test. Address how you
determined such
 fair value in light of your current market capitalization;
 The specific critical assumptions used in your fair value
determination;
 The degree of uncertainty associated with your key assumptions and
how changes
 July 3, 2025
Page 2

 in key assumptions could impact your fair value determination; and
 Potential events and/or changes in circumstances that could
reasonably be
 expected to negatively affect your key assumptions.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Tayyaba Shafique at 202-551-2110 or Nudrat Salik at
202-551-3692 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>