SecProbe.io

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 August 29, 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 completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
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 Document August 22, 2025 DIRECT DIAL +44 2031960264 EMAIL ADDRESS LEGAL@WALDENCAST.COM VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549  Attn: Tayyaba Shafique Nudrat Salik   RE: Waldencast plc Form 20-F for fiscal year ended December 31, 2024 Filed March 20, 2025 File No. 001-40207 Ladies and Gentlemen: Waldencast plc, a Jersey public limited company (hereinafter referred to as the “ Company ” or “ our ” or “ we ”), submit this letter setting forth the response of the Company to the comment provided by the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) in its comment letter dated July 3, 2025 (the “ Comment Letter ”), relating to the above-referenced Form 20-F for fiscal year ended December 31, 2024, as filed with the Commission on March 20, 2025 (the “ 2024 Form 20-F ”).   In response to the Staff’s comment, beginning with the Company’s Form 6-K as of and for the six-month period ended June, 30, 2025 and Form 20-F for the year ending December 31, 2025, the Company intends to enhance its disclosures within the Critical Accounting Estimates – Goodwill section. For your convenience, we have set forth the Staff’s comment from the Comment Letter below in bold and italics and provided our response to each bullet point separately. We also have included an example of the enhanced disclosure, as it would have appeared in the Company’s 2024 Form 20-F based on the facts available at the time, in the Appendix to this letter. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the 2024 Form 20-F. 1 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 future goodwill impairment. Please address the following in your disclosures: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has two reporting units: Obagi Medical and Milk Makeup, which are evaluated separately for impairment. As of October 1, 2024, the Company performed a qualitative impairment assessment for the Milk Makeup reporting unit. Although financial performance had declined, the reporting unit was not considered at risk of impairment because the fair value still significantly exceeded the carrying amount. Accordingly, no quantitative impairment test was required, and the goodwill balance remained unchanged. As of the same date, the Company performed a quantitative impairment test for the Obagi Medical reporting unit, which resulted in the recognition of an impairment charge. Therefore, the Company’s responses to bullet points 2 through 5 specifically address the Obagi Medical reporting unit. 2 • Your consideration of the current market capitalization in your determination of fair value; The Company considered its current market capitalization as part of its fair value assessment, consistent with ASC 350-20-35-22 through 35-24, which acknowledges that market capitalization alone may not reflect the fair value of a reporting unit in all circumstances. In evaluating the difference between market capitalization and fair value, the Company considered the following factors: i. The Company’s average daily trading volume was approximately 0.1% of shares outstanding during the year ended December 31, 2024, indicating that the Company’s shares are relatively illiquid and not actively traded, as we believe the shares are held almost entirely by long-term investors. ii. The Company’s low stock price reflects qualitative factors that management believes are not indicative of the entity’s intrinsic value. These factors include (i) prior delinquent SEC filings, which limited the availability of timely information to investors; (ii) operational restructuring initiatives that temporarily affected performance metrics; and (iii) broader volatility in the SPAC market, which depressed valuations across the sector. In combination, these factors have contributed to constrained trading activity, suggesting that the Company's market capitalization reflects an inactive and illiquid market and is therefore not a reliable benchmark for fair value. In addition, the high concentration of insider ownership among long-term investors has reduced the public float and further constrained market liquidity. In management’s view, these conditions and market dynamics materially distort the Company’s market capitalization, making it an unreliable indicator of fair value. Accordingly, the Company believes that its share price does not reflect the Company’s underlying value based on past financial performance or expected future performance, and that market capitalization is not indicative of underlying value. Management further notes that, as of June 30, 2025, this assessment remains consistent. 3 • 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; As of October 1, 2024, the impairment testing date, the carrying value of the Obagi Medical reporting unit was $625.2 million, while its fair value was determined to be $620.1 million. This resulted in the carrying value exceeding the fair value by approximately 0.82%, or $5.0 million, causing the Company to record a corresponding non-cash goodwill impairment charge during the year ended December 31, 2024. As set forth above, the Company believes that its market capitalization alone does not fully capture the value that would be ascribed in a control transaction. Accordingly, fair value was determined using a combination of the discounted cash flow method (“DCF”) and the guideline public company method (“GPC”). Management, with the assistance of an independent valuation firm, estimated the reporting unit’s fair value. The valuation methodologies were applied as follows: • Under the DCF method, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. • Under the GPC method, enterprise value (“EV”)-to-sales and EV-to- Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) were applied, with the selection based on assumed growth prospects, profitability, and the Company’s relative size within the peer group. The Company applies distinct weighting to each valuation method, the details of which are provided below. 4 • The specific critical assumptions used in your fair value determination; The specific critical assumptions used in the fair value determination of the Obagi Medical reporting unit include the following:      • Revenue and Profitability Forecasts: The forecasted revenue growth and EBITDA margins are based on a ten-year projection period reflecting strategic operating plans, including brand momentum, product innovation, international expansion efforts, and continued optimization of digital channels . Projected annual revenue and EBITDA growth rates are driven by industry trends and the Company’s strategic plans to increase sales through the development of existing channels, international expansion, and other growth initiatives, while enhancing efficiency through cost optimization and process improvements. • Long term Growth Rate: A long-term growth rate of 3% was applied post-2033 using the Gordon Growth Model reflecting management’s expectations of long-term, sustainable growth aligned with industry norms. • Discount Rate: The discount rate is based on the reporting unit’s Weighted Average Cost of Capital (WACC), which includes a Company-Specific Risk Premium (CSRP). The CSRP is re-evaluated annually based on forecast reliability and reflects business risk, including contingency allocations and sensitivity to underperformance scenarios. • Central Cost Allocation: Corporate expenses are split evenly between Obagi and Milk, as management believes this best reflects the shared nature of these costs, which are not directly driven by the relative size or performance of each unit. • Market Multiples: Under the GPC method, EV-to-revenue (2.75x–3.00x) and EV-to-EBITDA (12.0x–16.0x) multiples were applied to 2025–2026 projections, reflecting stronger growth outlook and larger revenue base compared to peers. • Method Weighting: Management determined fair value using a weighted average of the DCF method (80%) and the GPC method (20%). The increased reliance on the DCF method reflects management’s view that it more accurately reflects the reporting unit’s long-term value by incorporating Company-specific forecasts and assumptions regarding future cash flows, growth, and operational performance. The DCF approach enables management to reflect the Company’s unique strategic plans and anticipated financial outcomes, providing a comprehensive and forward-looking valuation that we believe aligns with the business’s underlying economics. 5 •  The degree of uncertainty associated with your key assumptions and how changes in key assumptions could impact your fair value determination; and In determining fair value, the Company recognizes the inherent uncertainty associated with key valuation assumptions, which are, by nature, forward-looking. Based on FY 2024, the potential impact of changes in these assumptions on the fair value of the Obagi Medical reporting unit is summarized below: • Revenue and Profitability Forecasts: A decrease in projected profitability growth by 5% could reduce the fair value by approximately 26% or $162 million. • Long- term Growth Rate: All other assumptions held constant, if the long-term projected growth rate was decreased by 0.5%; the estimated fair value would decrease by approximately 2.6% or $16.2 million. • Discount Rate: An increase in WACC of 1% could reduce fair value by approximately 9.3% or $57.8 million. • Market Multiples: Using lower EV-to-Revenue multiples (2.5x-2.75x) would reduce the GPC method output by 4.5% and could negatively impact the fair value by 0.8% or $4.7 million. Using lower EV-to-EBITDA multiples (11x -15x) would reduce the GPC method output by 10% and could negatively impact on the fair value by 1.7% or $10.7 million. • Method Weighting: Changing the current method weighting from 80% DCF and 20% GPC to an even 50% each could reduce fair value by approximately 5.7% or $35.3 million. While we believe that the Company has used reasonable estimates and assumptions to calculate the fair value of the Obagi Medical reporting unit, it is possible a material change could occur due to changes in key assumptions. 6 • Potential events and/or changes in circumstances that could reasonably be expected to negatively affect your key assumptions Potential events and/or changes in circumstances that could reasonably be expected to negatively affect our key assumptions include, but are not limited to: • Exposure to growth in key channels: While our forecasts incorporate growth across all channels, a higher share of projected growth is expected to come from international and digital channels. Variability in these markets due to shifting consumer preferences, regulatory changes, and competitive dynamics could require downward revisions to growth and margin assumptions, which may negatively affect fair value. • Operational Performance Risk: The execution of ongoing operational initiatives, including the exit from non-strategic channels, supply chain transformation, and cost structure optimization, represents a key risk to our valuation assumptions. If these efforts do not progress as planned or result in unanticipated disruptions, projected cash flows and profitability could be materially affected, potentially requiring downward revisions to growth and margin assumptions. • Other Factors: Broader macroeconomic conditions, regulatory developments, and competitive pressures may adversely affect key valuation inputs, such as growth projections, discount rates, and market multiples. Adverse changes in these inputs could result in a lower estimated fair value of the reporting unit. These risks are discussed in greater detail in the 'Risk Factors' section of the Company’s Annual Report on Form 20-F. Probability of Future Impairments During 2025, the Obagi Medical reporting unit experienced performance below prior projections, with both revenue and EBITDA falling short of expectations. Further the WACC was increased by 1%. Recent performance through June 30, 2025 was constrained by limited product availability as a result of a supply chain restructuring that started in Q1 2025, particularly affecting the direct-to-physician channel, as well as the decision to exit non-core channels predominantly in the second quarter of 2025. Given the absence of a fair value cushion following the prior year’s impairment, management concluded that it was more-likely-than-not that that carrying value of the Obagi Medical reporting unit exceeded the reporting unit’s fair value. In addition, the decline in financial projections indicated that it was more likely than not that the carrying value of the Milk Makeup reporting unit would also exceed its fair value. These factors constituted a triggering event under ASC 350-20-35-3C, prompting the Company to perform an interim goodwill impairment test as of June 30, 2025 for each reporting unit. Preliminary results indicate that Obagi’s fair value is below its respective carrying value as of June 30, 2025. The Company is currently finalizing its analysis to determine the estimated goodwill impairment charge for Q2 2025 for Obagi Medical, while the final determination for Milk Makeup remains under review. The determination remains subject to the completion of the impairment analysis and final management review. * * * 7 * If you have any questions, please do not hesitate to contact Raquel Fox of Skadden, Arps, Slate, Meagher & Flom LLP at (202) 371-7050. Waldencast plc /s/ Manuel Manfredi Manuel Manfredi Chief Financial Officer cc:    Raquel Fox Skadden, Arps, Slate, Meagher & Flom LLP 8 Appendix Below is an example of the proposed enhanced disclosure, as it would have appeared in the Company’s Form 20-F for the year ended December 31, 2024, within the “Critical Accounting Estimates – Goodwill” section of Item 5. Waldencast’s Operating and Financial Review and Prospects, with additions shown in bold and deletions indicated using strikethrough formatting . In future filings, beginning with the Company’s Form 6-K as of and for the six-month period ended June, 30, 2025 and Form 20-F for the year ending December 31, 2025, the Company proposes to include similar enhanced disclosure and updated as necessary, including with respect to the ongoing analysis described above under “Probability of Future Impairments”. For the avoidance of doubt, once the current ongoing impairment analysis for the Milk Makeup reporting unit has been completed, future fillings will include disclosures regarding the Milk Makeup reporting unit similar to those included below regarding the Obagi Medical reporting unit. ITEM 5. WALDENCAST’S OPERATING AND FINANCIAL REVIEW AND PROSPECTS Critical Accounting Estimates Goodwill We assess goodwill annually on October 1 st each year for impairment and at an interim date if indicators of a potential impairment exist. We have two goodwill reporting units, Obagi Medical and Milk Makeup, which are individually we test ed for impairment at the reporting unit level . Our initial review for impairment of goodwill includes considering

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 Document July 25, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Tayyaba Shafique and Nudrat Salik Re:      Waldencast plc Form 20-F for fiscal year ended December 31, 2024 File No. 001-40207 Ladies and Gentlemen: In your letter dated July 3, 2025 (the “Letter”), you requested that Waldencast plc (the “Company”) respond to your comments within ten business days or advise when the Company would provide a response. The Company has previously requested, by telephone between the Company’s counsel and the staff of the Division of Corporation Finance, an extension to the deadline for responding to the Letter to August 1, 2025. As discussed by telephone between the Company’s counsel and the staff of the Division of Corporation Finance, the Company requests an additional extension of the deadline for its response to the Letter. The Company intends to respond by no later than August 15, 2025. Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to contact Raquel Fox of Skadden, Arps, Slate, Meagher & Flom LLP at (202) 371-7050. WALDENCAST PLC /s/ Michel Brousset Name: Michel Brousset Title: Chief Executive Officer cc:     Raquel Fox Skadden, Arps, Slate, Meagher & Flom LLP

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<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
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Document

WALDENCAST PLC

10 Bank Street, Suite 560

White Plains, NY 10606
(917) 546-6828

July 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549

Attn:  Benjamin Richie

RE:   Waldencast plc. (the “Company”)

   Registration Statement on Form F-3

   File No. 333-280502

Dear Mr. Richie:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-3 (File No. 333-280502) be accelerated by the Securities and Exchange Commission to 4:00 p.m. New York time on July 5, 2024, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Maxim Mayer-Cesiano of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2297 and that such effectiveness also be confirmed in writing.

  Very truly yours,

  Waldencast plc

  By: /s/ Michel Brousset

    Michel Brousset

    Chief Executive Officer

cc:    Maxim O. Mayer-Cesiano

Skadden, Arps, Slate, Meagher & Flom LLP

cc:    Michael J. Schwartz

Skadden, Arps, Slate, Meagher & Flom LLP

July 2, 2024
Michel Brousset
Chief Executive Officer
Waldencast plc
10 Bank Street, Suite 560
White Plains, NY 10606
Re:Waldencast plc
Registration Statement on Form F-3
Filed June 26, 2024
File No. 333-280502
Dear Michel Brousset:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Maxim O. Mayer-Cesiano, Esq.

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WALDENCAST PLC

10 Bank Street, Suite 560

White Plains, NY 10606

(917) 546-6828

October 11, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Abby Adams

    Joe McCann

    RE:
     Waldencast plc. (the “Company”)

     Registration Statement on Form F-1

     File No. 333-267053

Dear Ms. Adams and Mr. McCann:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on
Form F-1 (File No. 333-267053) be accelerated by the Securities and Exchange Commission to 4:00 p.m. New York time on October
13, 2022, or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Maxim Mayer-Cesiano of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2297 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    Waldencast plc

    By:
    /s/ Michel Brousset

    Michel Brousset

    Chief Executive Officer

cc:    Maxim O. Mayer-Cesiano

Skadden, Arps, Slate, Meagher & Flom LLP

cc:    Michael J. Schwartz

Skadden, Arps, Slate, Meagher & Flom LLP

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Skadden,
Arps, Slate, Meagher & Flom llp

One
Manhattan West

    DIRECT
                           DIAL

(212)
735-2297

DIRECT
FAX

(917)
777-2297

EMAIL
ADDRESS

Maxim.MayerCesiano@Skadden.Com

    New
                                            York, NY 10001

________

                                                                    TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

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OFFICES

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    September 26, 2022

    SHANGHAI

SINGAPORE

TOKYO

TORONTO

VIA
EDGAR

United States Securities and Exchange

Commission

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, DC 20549

    Attn:
    Abby Adams

    Joe McCann

 RE: Waldencast plc

Registration Statement on Form F-1

Filed August 24, 2022

File No. 333-267053

Dear Abby Adams and Joe McCann:

On behalf of our client, Waldencast plc, a Jersey
public limited company (the “Company”), we are writing to provide the Company’s responses to the comment of the staff
of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) contained in
the Staff’s letter dated September 9, 2022 (the “Comment Letter”), with respect to the Company’s above-referenced
Registration Statement on Form F-1, filed on August 24, 2022 (the “Registration Statement”).

Concurrently with the filing of this letter, the
Company has publicly filed via EDGAR Amendment No. 1 to its Registration Statement on Form F-1 (“Amended Registration Statement”),
which reflects the Company’s responses to the comments received by the Staff in the Comment Letter. The Amended Registration Statement
also includes other changes that are intended to update, clarify and render more complete the information contained therein. Capitalized
terms used but not defined herein have the meanings set forth in the Amended Registration Statement.

Securities and Exchange Commission

September 26, 2022

Page 2

For your convenience, we have set forth the Staff’s
comment from the Comment Letter in bold and italics below and provided our response below the comment. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Amended Registration Statement.

Registration Statement on Form F-1 filed on August 24, 2022

Cover Page

 1. For each of the shares, warrants and shares underlying warrants being registered for resale, disclose the price that the selling
securityholders paid for such shares, warrants and warrants overlying such shares.

Response: In response to the Staff’s
comment, the Company has revised its disclosures on the cover page, page 177 and pages 185-186 of the Amended Registration Statement.

 2. Although we note the separate disclosure, revise the cover page to disclose the exercise prices of the warrants compared to
the market price of the underlying ordinary shares. We note the disclosure on the cover page of the likelihood that warrant holders will
not exercise their warrants because the warrants are out the money. Provide similar disclosure in the prospectus summary, risk factors,
MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the
stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your
operations on a prospective basis with your current cash on hand.

Response: In response to the Staff’s
comment, the Company has revised its disclosures on the cover page, pages 8-9, pages 57-58, page 65 and pages 91-92 of the Amended Registration
Statement.

 3. We note the significant number of redemptions of your Class A ordinary shares in connection with your business combination and
that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that most of
the shares being registered for resale were purchased by the selling securityholders for prices considerably below the current market
price of the Class A ordinary shares. Highlight the significant negative impact sales of shares on this registration statement could have
on the public trading price of the Class A ordinary shares.

Response: In response to the Staff’s
comment, the Company has revised its disclosures on the cover page, page 60 and pages 185-186 of the Amended Registration Statement.

Securities and Exchange Commission

September 26, 2022

Page 3

Risk Factors, page 9

 4. Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration
statement could have on the public trading price of the Class A ordinary shares. To illustrate this risk, disclose the purchase price
of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding.
Also disclose that even though the current trading price is below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response: In response to the Staff’s
comment, the Company has revised its disclosures on page 60 of the Amended Registration Statement.

Overview, page 100

 5. In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class
A ordinary shares, expand your discussion of capital resources to address any changes in the company’s liquidity position since
the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s
ability to raise additional capital.

Response: In response to the Staff’s
comment, the Company has revised its disclosures on pages 91-92 of the Amended Registration Statement.

 6. Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion
of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should
highlight the fact that Cedarwalk Skincare, a beneficial owner of 32.66% of your outstanding shares, will be able to sell all of its shares
for so long as the registration statement of which this prospectus forms a part is available for use.

Response: In response to the Staff’s
comment, the Company has revised its disclosures on the pages 91-92 of the Amended Registration Statement.

General

 7. Revise your prospectus to disclose the price that each selling securityholder paid for the ordinary shares and warrants being
registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors,
PIPE investors, investors in the Forward Purchase Agreements and other selling securityholders acquired their shares and warrants, and
the price that the public securityholders acquired their shares and warrants. Disclose that while the Sponsor, private placement investors,
PIPE investors, investors in the Forward Purchase Agreements and other selling securityholders may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased
due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders
will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: In response to the Staff’s
comment, the Company has revised its disclosures on the cover page, page 60, page 177 and pages 185-186 of the Amended Registration Statement.

 8. Please revise to update your disclosures to reflect that the Business Combination has closed. For instance, and without limitation,
please revise the summary and risk factors to address Waldencast plc, rather than the separate companies, as indicated in the introductions
on pages 9 and 57. You can revise individual risk factors to the extent they only apply to a particular subsidiary.

    Response:
     In response to the Staff’s comment, the Company has revised its disclosures on page ix, pages 1-2, pages 6-7, pages 10-64, pages 129-130 and page 149 of the Amended Registration Statement.

* * * *

Securities and Exchange Commission

September 26, 2022

Page 4

We hope that the foregoing has been responsive to
the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or
comments regarding the foregoing to me at (212) 735-2297.

    Sincerely,

    /s/ Skadden, Arps, Slate, Meagher & Flom LLP

    Skadden, Arps, Slate, Meagher & Flom

cc: Michel Brousset

  Waldencast plc

United States securities and exchange commission logo
September 9, 2022
Michel Brousset
Chief Executive Officer
Waldencast plc
10 Bank Street, Suite 560
White Plains, New York 10606
Re:Waldencast plc
Registration Statement on Form F-1
Filed August 24, 2022
File No. 333-267053
Dear Mr. Brousset:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.For each of the shares, warrants and shares underlying warrants being registered for
resale, disclose the price that the selling securityholders paid for such shares, warrants and
warrants overlying such shares.
2.Although we note the separate disclosure, revise the cover page to disclose the exercise
prices of the warrants compared to the market price of the underlying ordinary shares. We
note the disclosure on the cover page of the likelihood that warrant holders will not
exercise their warrants because the warrants are out the money.  Provide similar disclosure
in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose
that cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion on

 FirstName LastNameMichel Brousset
 Comapany NameWaldencast plc
 September 9, 2022 Page 2
 FirstName LastNameMichel Brousset
Waldencast plc
September 9, 2022
Page 2
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
3.We note the significant number of redemptions of your Class A ordinary shares in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that most of
the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A ordinary shares.
Highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Class A ordinary shares.
Risk Factors, page 9
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A ordinary shares. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even though the current trading
price is below the SPAC IPO price, the private investors have an incentive to sell because
they will still profit on sales because of the lower price that they purchased their shares
than the public investors.
Overview, page 100
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
ordinary shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Cedarwalk Skincare, a beneficial owner of 32.66% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
General
7.Revise your prospectus to disclose the price that each selling securityholder paid for the
ordinary shares and warrants being registered for resale. Highlight any differences in the
current trading price, the prices that the Sponsor, private placement investors, PIPE
investors, investors in the Forward Purchase Agreements and other selling
securityholders acquired their shares and warrants, and the price that the public

 FirstName LastNameMichel Brousset
 Comapany NameWaldencast plc
 September 9, 2022 Page 3
 FirstName LastName
Michel Brousset
Waldencast plc
September 9, 2022
Page 3
securityholders acquired their shares and warrants. Disclose that while the
Sponsor, private placement investors, PIPE investors, investors in the Forward Purchase
Agreements and other selling securityholders may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar
rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.
8.Please revise to update your disclosures to reflect that the Business Combination has
closed. For instance, and without limitation, please revise the summary and risk factors to
address Waldencast plc, rather than the separate companies, as indicated in the
introductions on pages 9 and 57.  You can revise individual risk factors to the extent they
only apply to a particular subsidiary.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Abby Adams at (202) 551-6902 or Joe McCann at (202) 551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Maxim Mayer-Cesiano

CORRESP
1
filename1.htm

    WALDENCAST ACQUISITION CORP.

    10 Bank Street, Suite 560

    White Plains, NY 10606

    July 1, 2022

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Attn:

            Lynn Dicker

            Jenn Do

            Jane Park

            Dorrie Yale

            Division of Corporation Finance

            Office of Life Sciences

             RE:

            Waldencast Acquisition Corp. (the “Company”)

            Registration Statement on Form F-4

            File No. 333-262692

    Ladies and Gentlemen:

    Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of
      the Company’s Registration Statement on Form F-4 (File No. 333-262692) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Washington D.C. time on July 6, 2022, or as soon as practicable thereafter.

    We request that we be notified of such effectiveness by a telephone call to Maxim Mayer-Cesiano of Skadden, Arps, Slate, Meagher & Flom
      LLP at (212) 735-2297 and that such effectiveness also be confirmed in writing.

            Very truly yours,

            Waldencast Acquisition Corp.

            By:

            /s/ Michel Brousset

            Name:

            Michel Brousset

            Title:

            Chief Executive Officer

            cc:

            Maxim O. Mayer-Cesiano

            Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

            Skadden, Arps, Slate, Meagher & Flom llp

            DIRECT DIAL

            (212) 735-2297

            DIRECT FAX

            (917) 777-2297

            EMAIL ADDRESS

            Maxim.MayerCesiano@Skadden.Com

              ONE MANHATTAN WEST

              NEW YORK, NY 10001

              TEL: (212) 735-3000

            FAX: (212) 735-2000

            WWW.SKADDEN.COM

            FIRM/AFFILIATE OFFICES

            BOSTON

            CHICAGO

            HOUSTON

            LOS ANGELES

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            WASHINGTON, D.C.

            WILMINGTON

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            FRANKFURT

            HONG KONG

            LONDON

            MOSCOW

            MUNICH

            PARIS

            SÃO PAULO

            SEOUL

            SHANGHAI

            SINGAPORE

            TOKYO

            TORONTO

    June 30, 2022

    Via EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn:

    Jane Park

    Dorrie Yale

    Jenn Do

    Lynn Dicker

    Division of Corporation Finance

    Office of Life Sciences

    Re:

    Waldencast Acquisition Corp.

    Amendment No. 5 to Registration Statement on Form F-4

    Filed June 16, 2022

    File No. 333-262692

    Ladies and Gentlemen:

    On behalf of our client, Waldencast Acquisition Corp. (the “Company”), we submit this letter setting forth the responses of the Company to
      the comment provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter
      dated June 29, 2022 (the “Comment Letter”) with respect to amendment no. 5 to the registration statement on Form F-4 filed with the Commission by the Company on June 16, 2022.

    Concurrently with the filing of this letter, the Company is publicly filing, via the EDGAR system of the Commission, Amendment No. 6 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) in response to the Staff’s comment. The Amended Registration Statement also includes other changes that are intended to update, clarify and render more complete
      the information contained therein.

            June 30, 2022

            Page 2

    For your convenience, we have set forth the Staff's comment from the Comment Letter in bold and italics below and provided our response below the comment. Unless otherwise indicated, capitalized
      terms used herein have the meanings assigned to them in the Amended Registration Statement.

    Amendment No. 5 to Registration Statement on Form F-4 Filed June 16, 2022

    Q: What will Obagi Shareholders and Milk Members receive in return for Waldencast's acquisition . . ., page xxiv

          1.

            We note your revised disclosures relating to the Conditional Consent. In your reference to the revised maximum number of shares that may be redeemed without causing the Minimum
              Cash Condition to the closing of the Business Combination to be unsatisfied, here and elsewhere as appropriate, please revise to clarify whether this amount could further change depending on the amount of the Inventory Cash Value.
              Additionally, revise to provide investors with some context regarding the amount of the Inventory Cash Value.

    Response: In response to the Staff's comment, the Company has revised its disclosures in the letter to the shareholders, the notice of extraordinary general meeting and pages 4 and 155 of the
      Amended Registration Statement.

    Exhibits

          2.

            We acknowledge your revisions in response to prior comment 1. As previously noted in our comment 4 in our letter dated May 11, 2022, it is inappropriate for counsel to limit
              its opinion to certain documents. Accordingly, please ensure that foreign counsel revises the language in Section 1 of its opinion in Exhibit 5.3 to clarify that counsel has examined all documents that it has deemed necessary to render its
              opinion. In addition, please have counsel revise the reference in the last sentence of Exhibit 5.3 to the purchasers of Units, or advise.

    Response: In response to the Staff's comment, the Company has included a revised version of Exhibit 5.3 to the Amended Registration Statement.

    General

          3.

            We note that J.P. Morgan and Credit Suisse were underwriters for the initial public offering of the SPAC and that J.P. Morgan is also acting as exclusive financial advisor and
              lead capital markets advisor to Waldencast in connection with the business combination transactions. We also note that Lazard Freres & Co. LLC acted as financial advisor to Obagi and Alliance Consumer Growth acted as financial advisor to
              Milk, and that there have been press reports of certain financial advisors ending their involvement in SPAC business combination transactions. Please tell us, with a view to disclosure, whether either you, Obagi, or Milk have received notice
              from any of these institutions about ceasing their involvement in your transaction in any way and how that may impact your deal or any deferred compensation owned to any of these institutions for the SPAC's initial public offering or the
              business combination transactions.

    Response: The Company respectfully advises the Staff that none of the Company, Milk or Obagi has received any notice from any of these financial advisors about ceasing their involvement in the
      Transactions. The Company has revised the Registration Statement on pages 158 and 176 to reflect the fact that if such financial advisors resign or withdraw from the Transactions and waive their fees in whole or in part, the amount of cash remaining
      on the balance sheet at the consummation of the Business Combination would be increased by a commensurate amount.

    *     *     *     *

            June 30, 2022

            Page 3

    We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me
      at (212) 735-2297.

            Very truly yours,

          /s/ Maxim O. Mayer-Cesiano

            Maxim O. Mayer-Cesiano

    cc:          Michel Brousset

    Waldencast Acquisition Corp.

    cc:          Gregg A. Noel

    Skadden, Arps, Slate, Meagher & Flom LLP

    cc:          Paul T. Schnell

    Skadden, Arps, Slate, Meagher & Flom LLP

    cc:          Michael J. Schwartz

    Skadden, Arps, Slate, Meagher & Flom LLP

    cc:          R. Scott Shean

    Latham & Watkins LLP

    cc:          B. Shayne Kennedy

    Latham & Watkins LLP

    cc:          Andrew Clark

    Latham & Watkins LLP

    cc:          Phillip S. Stoup

    Latham & Watkins LLP

    cc:          Daniel J. Espinoza

    Goodwin Procter LLP

    cc:          W. Stuart Ogg

    Goodwin Procter LLP

United States securities and exchange commission logo
June 29, 2022
Michel Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re:Waldencast Acquisition Corp.
Amendment No. 5 to Registration Statement on Form F-4
Filed June 16, 2022
File No. 333-262692
Dear Mr. Brousset:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 24, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-4 filed June 16, 2022
Q: What will Obagi Shareholders and Milk Members receive in return for Waldencast's
acquisition . . ., page xxiv
1.We note your revised disclosures relating to the Conditional Consent. In your reference to
the revised maximum number of shares that may be redeemed without causing the
Minimum Cash Condition to the closing of the Business Combination to be unsatisfied,
here and elsewhere as appropriate, please revise to clarify whether this amount could
further change depending on the amount of the Inventory Cash Value. Additionally, revise
to provide investors with some context regarding the amount of the Inventory Cash
Value.

 FirstName LastNameMichel Brousset
 Comapany NameWaldencast Acquisition Corp.
 June 29, 2022 Page 2
 FirstName LastName
Michel Brousset
Waldencast Acquisition Corp.
June 29, 2022
Page 2
Exhibits
2.We acknowledge your revisions in response to prior comment 1. As previously noted in
our comment 4 in our letter dated May 11, 2022, it is inappropriate for counsel to limit its
opinion to certain documents. Accordingly, please ensure that foreign counsel revises the
language in Section 1 of its opinion in Exhibit 5.3 to clarify that counsel has examined
all documents that it has deemed necessary to render its opinion. In addition, please have
counsel revise the reference in the last sentence of Exhibit 5.3 to the purchasers of Units,
or advise.
General
3.We note that J.P. Morgan and Credit Suisse were underwriters for the initial public
offering of the SPAC and that J.P. Morgan is also acting as exclusive financial advisor and
lead capital markets advisor to Waldencast in connection with the business combination
transactions.  We also note that Lazard Frères & Co. LLC acted as financial advisor to
Obagi and Alliance Consumer Growth acted as financial advisor to Milk, and that there
have been press reports of certain financial advisors ending their involvement in SPAC
business combination transactions.  Please tell us, with a view to disclosure, whether
either you, Obagi, or Milk have received notice from any of these institutions
about ceasing their involvement in your transaction in any way and how that may impact
your deal or any deferred compensation owned to any of these institutions for the SPAC's
initial public offering or the business combination transactions.
            You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jane Park at 202-551-7439 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Max Mayer-Cesiano, Esq.

CORRESP
1
filename1.htm

      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
        LLP

                     DIRECT DIAL

                (212) 735-2297

                     DIRECT FAX

                (917) 777-2297

                     EMAIL ADDRESS

                Maxim.MayerCesiano@Skadden.Com

                  ONE MANHATTAN WEST

                  NEW YORK, NY 10001

                    TEL: (212) 735-3000

                    FAX: (212) 735-2000

                    WWW.SKADDEN.COM

                  FIRM/AFFILIATE OFFICES

                  -----------

                  BOSTON

                  CHICAGO

                  HOUSTON

                  LOS ANGELES

                  PALO ALTO

                  WASHINGTON, D.C.

                  WILMINGTON

                  -----------

                  BEIJING

                  BRUSSELS

                  FRANKFURT

                  HONG KONG

                  LONDON

                  MOSCOW

                  MUNICH

                  PARIS

                  SÃO PAULO

                  SEOUL

                  SHANGHAI

                  SINGAPORE

                  TOKYO

                  TORONTO

          June 16, 2022

            Via EDGAR

            Securities and Exchange Commission

            Division of Corporation Finance

            100 F Street, N.E.

          Washington, D.C. 20549

            Attn:

            Jane Park

            Dorrie Yale

          Jenn Do

            Lynn Dicker

            Division of Corporation Finance

            Office of Life Sciences

            Re:

            Waldencast Acquisition Corp.

            Amendment No. 4 to Registration Statement on Form F-4

            Filed May 13, 2022

            File No. 333-262692

      Ladies and Gentlemen:

      On behalf of our client, Waldencast Acquisition Corp. (the “Company”), we submit this
        letter setting forth the responses of the Company to the comment provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated May 24, 2022 (the “Comment Letter”) with respect to amendment no. 4 to the registration statement on Form F-4 filed
        with the Commission by the Company on May 13, 2022.

      Concurrently with the filing of this letter, the Company is publicly filing, via the EDGAR system of the Commission, Amendment No. 5 to the
        Registration Statement on Form F-4 (the “Amended Registration Statement”) in response to the Staff’s comment. The Amended Registration Statement also includes other changes that are
        intended to update, clarify and render more complete the information contained therein.

       June 16, 2022

          Page 2

      For your convenience, we have set forth the Staff’s comment from the Comment Letter in bold and italics below and provided our response below the
        comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement.

      Amendment No. 4 to Registration Statement on Form F-4 Filed May 13, 2022

      Exhibits

                1.

                We acknowledge your response to our prior comment 4. We note that there remain certain assumptions in U.S. counsel’s
                  opinion that are not appropriate unless sufficiently covered by a foreign counsel’s opinion, such as the assumptions set forth in paragraphs (d)(ii), (d)(iii), (e), (f), (g)(I) and (III), and (h). In addition, an opinion of counsel should
                  opine on the legality of the ordinary shares underlying the Waldencast plc Warrants. Refer to Staff Legal Bulletin No. 19. Please have your counsel file revised executed opinion(s) as applicable.

      Response: In response to the Staff’s comment, the Company has included a revised version of Exhibit 5.1, and Exhibit 5.3 to the Amended
        Registration Statement to cover the assumptions set forth in paragraphs (d)(ii), (d)(iii), (e), (f), (g)(I) and (III), and (h) of its U.S. counsel’s opinion and to opine on the legality of the ordinary shares underlying the Waldencast plc warrants.

      *     *     *     *

          June 16, 2022

          Page 3

        We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please direct any
          questions or comments regarding the foregoing to me at (212) 735-2297.

                Very truly yours,

              /s/ Maxim O. Mayer-Cesiano

                Maxim O. Mayer-Cesiano

                cc:

                Michel Brousset

                Waldencast Acquisition Corp.

                cc:

                Gregg A. Noel

                Skadden, Arps, Slate, Meagher & Flom LLP

                cc:

                Paul T. Schnell

                Skadden, Arps, Slate, Meagher & Flom LLP

                cc:

                Michael J. Schwartz

                Skadden, Arps, Slate, Meagher & Flom LLP

                cc:

                R. Scott Shean

                Latham & Watkins LLP

                cc:

                B. Shayne Kennedy

                Latham & Watkins LLP

                cc:

                Andrew Clark

                Latham & Watkins LLP

                cc:

                Phillip S. Stoup

                Latham & Watkins LLP

                cc:

                Daniel J. Espinoza

                Goodwin Procter LLP

                cc:

                W. Stuart Ogg

                Goodwin Procter LLP

United States securities and exchange commission logo
May 24, 2022
Michael Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re:Waldencast Acquisition Corp.
Amendment No. 4 to Registration Statement on Form F-4
Filed May 13, 2022
File No. 333-262692
Dear Mr. Brousset:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 11, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-4 filed May 13, 2022
Exhibits
1.We acknowledge your response to our prior comment 4.  We note that there remain
certain assumptions in U.S. counsel's opinion that are not appropriate unless sufficiently
covered by a foreign counsel's opinion, such as the assumptions set forth in paragraphs
(d)(ii), (d)(iii), (e), (f), (g)(I) and (III), and (h).  In addition, an opinion of counsel should
opine on the legality of the ordinary shares underlying the Waldencast plc Warrants. Refer
to Staff Legal Bulletin No. 19. Please have your counsel file revised executed opinion(s)
as applicable.

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 May 24, 2022 Page 2
 FirstName LastName
Michael Brousset
Waldencast Acquisition Corp.
May 24, 2022
Page 2
            You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jane Park at 202-551-7439 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Max Mayer-Cesiano, Esq.

CORRESP
1
filename1.htm

          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

          ONE MANHATTAN WEST

          NEW YORK, NY 10001

          ------

          TEL: (212) 735-3000

          FAX: (212) 735-2000

          WWW.SKADDEN.COM

          FIRM/AFFILIATE

          OFFICES

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          BOSTON

          CHICAGO

          HOUSTON

          LOS ANGELES

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          WASHINGTON, D.C.

          WILMINGTON

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          BRUSSELS

          FRANKFURT

          HONG KONG

          LONDON

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          MUNICH

          PARIS

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          SEOUL

          SHANGHAI

          SINGAPORE

          TOKYO

          TORONTO

          DIRECT DIAL

          (212) 735-2297

          DIRECT FAX

          (917) 777-2297

          EMAIL ADDRESS

          Maxim.MayerCesiano@Skadden.Com

  May 13, 2022

  Via EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

          Attn:

          Jane Park

          Dorrie Yale

          Jenn Do

          Lynn Dicker

          Division of Corporation Finance

          Office of Life Sciences

          Re:

          Waldencast Acquisition Corp.

          Amendment No. 3 to Registration Statement on Form F-4

          Filed April 27, 2022

          File No. 333-262692

  Ladies and Gentlemen:

  On behalf of our client, Waldencast Acquisition Corp. (the “Company”), we submit this letter setting forth the responses of the Company to
    the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter
    dated May 11, 2022 (the “Comment Letter”) with respect to amendment no. 3 to the registration statement on Form F-4 filed with the Commission by the Company on April 27, 2022.

  Concurrently with the filing of this letter, the Company is publicly filing, via the EDGAR system of the Commission, Amendment No. 4 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) in response to the Staff’s comments. The Amended Registration Statement also includes other changes that are intended to update, clarify and render more complete
    the information contained therein.

  May 13, 2022

  Page 2

  For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. Unless otherwise indicated, capitalized
    terms used herein have the meanings assigned to them in the Amended Registration Statement.

  Amendment No. 3 to Form F-4 filed April 27, 2022

  Questions and Answers for Shareholders of Waldencast, Q: What equity stake will current Waldencast shareholders, Obagi Shareholders and Milk Members hold in Waldencast plc . . ., page xxvi

        1.

          We acknowledge your response and revised disclosures to prior comment 4. Please also add disclosure as appropriate, including in a risk factor, to explain the combined aggregate post-transaction
            ownership of the Sponsor and its affiliates, including holdings through Beauty FPA Investor.

  Response: In response to the Staff’s comment, the Company has revised its disclosures on the cover page and pages xxvi, 13, 105 and 115 of the Amended Registration Statement.

  Summary of the Proxy Statement/Prospectus, Obagi, page 2

        2.

          We acknowledge your revised disclosures in response to prior comment 2, which now focuses on Obagi and its beliefs. Please further revise the disclosure to (1) state that you have also not
            received any communications from the FDA or similar regulatory authorities, as you indicate in your response letter, (2) explain that if the FDA chooses to pursue an enforcement action, it may choose to pursue one against you in addition to
            Obagi, and (3) explain that if the FDA pursues enforcement, you may be required to remove your HQ products from the market until you obtain FDA approval. Please also revise the fourth sentence in this paragraph to clearly explain that although
            prescription-strength drug products require FDA approval, you have not sought nor obtained FDA premarket approval or foreign regulatory authorities’ authorization for any of your products, as you make clear on page 49.

  Response: In response to the Staff’s comment, the Company has revised its disclosures on page 2 of the Amended Registration Statement.

  World Class Research and Development (R&D), page 287

        3.

          We note your disclosure on page 287 that Obagi has conducted safety tests in addition to more than thirty studies with leading academic institutions for its Nu-Derm System, Obagi-C Rx System and
            CLENZIderm System. We also refer to your disclosure on pages 51 and 284 that the FDA has previously cited evidence that HQ may be related to a skin condition called ochronosis after use of concentrations as low as 1 to 2 percent and recently
            describing serious side effects associated with using skin products containing 2% HQ such as skin rashes, facial swelling and skin discoloration. Please expand your disclosure to discuss serious adverse side effects that were observed in the
            various safety tests and studies using concentrations of 4% HQ in any of Obagi’s products, if any.

  Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 288 and 289 of the Amended Registration Statement.

    May 13, 2022

    Page 3

  Exhibits

        4.

          It is inappropriate for counsel to limit its opinion to certain documents. Accordingly, please ask Jersey counsel to revise the language in Section 1 to clarify that counsel has examined all
            documents that it has deemed necessary to render its opinion. It is inappropriate to include assumptions that are too broad or assume material facts underlying the opinion. The assumptions set forth in paragraphs 2.2, 2.3, 2.4 and 2.8 of your
            Jersey counsel’s form of opinion filed as Exhibit 5.1 appear to assume material facts underlying the opinion. Please also ensure that the various assumptions in your U.S. counsel’s opinion relating to matters such as good standing or due
            authorization or the lack of requisite approvals are appropriately covered by Jersey counsel, or revise. Please have your counsels file revised versions of the opinions.

  Response: The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the assumptions set out in its U.S. counsel’s opinion filed as Exhibit 5.2 relating to matters
    such as good standing, due authorization and lack of requisite approvals are addressed by its Jersey counsel in its opinion filed as Exhibit 5.1 at paragraphs 5.2 and 5.3. Paragraphs 5.2 and 5.3 set forth the Company’s Jersey counsel’s opinion on,
    among other things, the good standing of the Company and the due authorization of the issue of the ordinary shares of the Company (“Ordinary Shares”) when issued by the Company in accordance
    with the Company’s memorandum and articles of association in effect at the time of issuance of the opinion (“Memorandum and Articles”). The Company’s Jersey counsel’s opinion on these matters
    is based on the assumptions and qualifications set out in Exhibit 5.1, such as the assumption at paragraph 2.6 that the Ordinary Shares have been issued in accordance with the Memorandum and Articles, the memorandum and articles of association in force
    at the time of issue of such Ordinary Shares and the laws of the Cayman Islands.

  In response to the Staff’s comment, the Company has included a revised version of Exhibit 5.1 to the Amended Registration Statement to clarify that counsel has examined all documents that it has deemed
    necessary to render its opinion and to remove the assumptions set forth in paragraphs 2.2, 2.3, 2.4 and 2.8.

  *     *     *     *

    May 13, 2022

    Page 4

  We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at
    (212) 735-2297.

          Very truly yours,

          /s/ Maxim O. Mayer-Cesiano

          Maxim O. Mayer-Cesiano

          cc:

          Michel Brousset

          Waldencast Acquisition Corp.

          cc:

          Gregg A. Noel

          Skadden, Arps, Slate, Meagher & Flom LLP

          cc:

          Paul T. Schnell

          Skadden, Arps, Slate, Meagher & Flom LLP

          cc:

          Michael J. Schwartz

          Skadden, Arps, Slate, Meagher & Flom LLP

          cc:

          R. Scott Shean

          Latham & Watkins LLP

          cc:

          B. Shayne Kennedy

          Latham & Watkins LLP

          cc:

          Andrew Clark

          Latham & Watkins LLP

          cc:

          Phillip S. Stoup

          Latham & Watkins LLP

          cc:

          Daniel J. Espinoza

          Goodwin Procter LLP

          cc:

          W. Stuart Ogg

          Goodwin Procter LLP

United States securities and exchange commission logo
May 11, 2022
Michael Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re:Waldencast Acquisition Corp.
Amendment No. 3 to Registration Statement on Form F-4
Filed April 27, 2022
File No. 333-262692
Dear Mr. Brousset:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 4, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-4 filed April 27, 2022
Questions and Answers for Shareholders of Waldencast
Q: What equity stake will current Waldencast shareholders, Obagi Shareholders and Milk
Members hold in Waldencast plc . . ., page xxvi
1.We acknowledge your response and revised disclosures to prior comment 4. Please also
add disclosure as appropriate, including in a risk factor, to explain the combined aggregate
post-transaction ownership of the Sponsor and its affiliates, including holdings through
Beauty FPA Investor.

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 May 11, 2022 Page 2
 FirstName LastName
Michael Brousset
Waldencast Acquisition Corp.
May 11, 2022
Page 2
Summary of the Proxy Statement/Prospectus
Obagi, page 2
2.We acknowledge your revised disclosures and response to prior comment 2, which now
focuses on Obagi and its beliefs. Please further revise the disclosure to (1) state that you
have also not received any communications from the FDA or similar regulatory
authorities, as you indicate in your response letter, (2) explain that if the FDA chooses to
pursue an enforcement action, it may choose to pursue one against you in addition to
Obagi, and (3) explain that if the FDA pursues enforcement, you may be required to
remove your HQ products from the market until you obtain FDA approval. Please also
revise the fourth sentence in this paragraph to clearly explain that although prescription-
strength drug products require FDA approval, you have not sought nor obtained FDA
premarket approval or foreign regulatory authorities’ authorization for any of your
products, as you make clear on page 49.
World Class Research and Development (R&D), page 287
3.We note your disclosure on page 287 that Obagi has conducted safety tests in addition
to more than thirty studies with leading academic institutions for its Nu-Derm System,
Obagi-C Rx System and CLENZIderm System.  We also refer to your disclosure on pages
51 and 284 that the FDA has previously cited evidence that HQ may be related to a skin
condition called ochronosis after use of concentrations as low as 1 to 2 percent and
recently describing serious side effects associated with using skin products containing 2%
HQ such as skin rashes, facial swelling and skin discoloration.  Please expand your
disclosure to discuss serious adverse side effects that were observed in the various safety
tests and studies using concentrations of 4% HQ in any of Obagi's products, if any.
Exhibits
4.It is inappropriate for counsel to limit its opinion to certain documents. Accordingly,
please ask Jersey counsel to revise the language in Section 1 to clarify that counsel has
examined all documents that it has deemed necessary to render its opinion. It is
inappropriate to include assumptions that are too broad or assume material facts
underlying the opinion. The assumptions set forth in paragraphs 2.2, 2.3, 2.4 and 2.8 of
your Jersey counsel’s form of opinion filed as Exhibit 5.1 appear to assume material facts
underlying the opinion.  Please also ensure that the various assumptions in your U.S.
counsel's opinion relating to matters such as good standing or due authorization or the lack
of requisite approvals are appropriately covered by Jersey counsel, or revise. Please have
your counsels file revised versions of the opinions.
            You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jane Park at 202-551-7439 or Dorrie Yale at 202-551-8776 with any other questions.

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 May 11, 2022 Page 3
 FirstName LastName
Michael Brousset
Waldencast Acquisition Corp.
May 11, 2022
Page 3
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Max Mayer-Cesiano, Esq.

CORRESP
1
filename1.htm

          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

          ONE MANHATTAN WEST

          NEW YORK, NY 10001

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  April 27, 2022

  Via EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

        Attn:

          Jane Park

            Dorrie Yale

            Jenn Do

            Lynn Dicker

            Division of Corporation Finance

            Office of Life Sciences

        Re:

          Waldencast Acquisition Corp.

            Amendment No. 1 to Registration Statement on Form F-4

            Filed March 7, 2022

            Amendment No. 2 to Registration Statement on Form F-4

            Filed March 21, 2022

            File No. 333-262692

  Ladies and Gentlemen:

  On behalf of our client, Waldencast Acquisition Corp. (the “Company”), we submit this letter setting forth the responses of the Company to
    the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter
    dated April 4, 2022 (the “Comment Letter”) with respect to amendment no. 1 to the registration statement on Form F-4 filed with the Commission by the Company on March 7, 2022 and amendment no.
    2 to the registration statement on Form F-4 filed with the Commission by the Company on March 21, 2022.

  April 27, 2022

  Page 2

  Concurrently with the filing of this letter, the Company is publicly filing, via the EDGAR system of the Commission, Amendment No. 3 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) in response to the Staff’s comments. The Amended Registration Statement also includes other changes that are intended to update, clarify and render more complete
    the information contained therein.

  For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. Unless otherwise indicated, capitalized
    terms used herein have the meanings assigned to them in the Amended Registration Statement.

  Amendment No. 1 to Form F-4 filed March 7, 2022 and Amendment No. 2 to Form F-4 filed March 21, 2022

  Questions and Answers for Shareholders of Waldencast, Q: How does the Sponsor intend to vote their shares?, page xxxix

        1.

          We note your disclosure on pages xxxix, 21 and elsewhere in the registration statement that the Sponsor and its affiliates may purchase or enter into agreements to purchase shares from public
            shareholders, which could have the effect of increasing the likelihood of satisfying the requirements to approve the Business Combination. Please confirm all such purchases outside of the redemption offer will satisfy the conditions set forth
            in Tender Offers and Schedules C&DI 166.01.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that all public securities of the Company acquired by the Sponsor and its affiliates outside of the
    redemption offer process will satisfy the conditions set forth in Tender Offers and Schedules C&DI 166.01.

  In response to the Staff’s comment, the Company has revised its disclosures on pages xl, 22, 103, 131, 209 and 264 of the Amended Registration Statement.

  Summary of the Proxy Statement/Prospectus, Obagi, page 2

        2.

          We acknowledge your revised disclosures in response to prior comments 3 and 13. Please further revise your disclosures to state whether you or Obagi have received any communications, whether
            oral or written, from the FDA or other similar regulatory authorities regarding the continued marketing and sale of products containing HQ or arbutin or the Skintrinsiq device, or any related issues. Please also revise to clarify whether you
            are aware of any other device similar to the Skintrinsiq device that pursued or is pursuing FDA authorization.

  Response: The Company respectfully acknowledges the Staff’s comment, and confirms that neither it nor Obagi has
    received comments from the U.S. Food and Drug Administration (the “FDA”) or comparable regulatory authorities regarding the continued marketing and sale of products containing HQ or arbutin or the Skintrinsiq device.

  In response to the Staff’s comment, the Company has revised its disclosures on pages 2, 48, 50, 284, 285, 286 and 294 of the Amended Registration Statement.

  April 27, 2022

  Page 3

        3.

          We acknowledge your response to our prior comment 6 that Obagi offers alternative arbutin products in jurisdictions that prohibit the dispensing of prescription products without a pharmacy or
            license. You also disclose on page 275 that the European Commission has expressed concerns on the potential use of arbutin in cosmetic products and for which it completed a public consultation in April 2021. Please expand your disclosure as
            appropriate of the use of arbutin in cosmetic products, including the risks associated with this ingredient, any statements the FDA or European Commission has made regarding this ingredient, either publicly or to you or Obagi, and clarify
            whether this ingredient is permitted to be used in other countries such as those in Asia-Pacific.

  Response: The Company respectfully acknowledges the Staff’s comment, and confirms that neither it nor Obagi has received comments from the FDA, European Commission, or comparable regulatory
    authorities regarding Obagi’s use of arbutin in cosmetics products, and is also not aware of any public statements by the FDA expressing concerns regarding the use of arbutin in cosmetic products akin to the historical concerns cited by the FDA for
    hydroquinone, or those raised by the European Commission leading to the public consultation for arbutin in April 2021.  The Company acknowledges that the FDA has previously issued Warning Letters to companies marketing cosmetics products containing
    arbutin, but that such Warning Letters note that they were issued to these third parties based on certain marketing claims these third parties were making with respect to arbutin products suggesting their intended uses as drugs, and not due to any
    identified safety issues associated with the products.  As disclosed on pages 47 and 294, cosmetics are defined by the FDA, in relevant part, as “articles intended to be rubbed, poured, sprinkled, or sprayed on, introduced into, or otherwise applied to
    the human body . . . for cleansing, beautifying, promoting attractiveness, or altering the appearance.” The term “drug,” by contrast, is defined by reference to its intended use, as “articles intended for use in the diagnosis, cure, mitigation,
    treatment, or prevention of disease” and “articles (other than food) intended to affect the structure or any function of the body of man or other animals.”  Thus, the FDA may assert that the intended use of a product based on its marketing claims may
    render the product a drug even if there is no specified safety concern regarding the ingredient, itself, as currently disclosed on pages 81, 82 and 294.  Moreover, even if a product is appropriately marketed as a cosmetic and is not represented as
    having an intended use that renders the product an unapproved drug, as disclosed on page 294, the FDA may prohibit or restrict the use of certain ingredients in a cosmetic product.  Arbutin is not identified by the FDA as a prohibited ingredient in
    cosmetic products.  In response to the Staff’s comment, the Company has also revised its disclosures on pages 48 and 285 of the Amended Registration Statement to clarify that arbutin products are permitted to be sold in the Asia-Pacific region
    countries in which Obagi distributes such products.

    With respect to the concerns expressed by the European Commission, and as further explained on page 48, the safety of alpha- and beta-arbutin has been previously assessed by the European Commission’s Scientific Committee
      on Consumer Products (SCCS) in 2015 and 2008 respectively, which concluded that the use of alpha-arbutin is safe for consumers in cosmetic products in a concentration up to 2% in face creams and up to 0.5 % in body lotions, and the use of
      beta-arbutin is safe for consumers in cosmetic products in a concentration up to 7% in face creams provided that the contamination of hydroquinone in the cosmetic formulations remain below 1 ppm. To date, these ingredients are allowed to be used in
      cosmetics.  However, the SCCS highlighted in both opinions that a potential combined use of HQ releasing substances in cosmetic products has not been evaluated. Recently, the European Commission publicly expressed concern regarding the HQ content,
      its release, as well as the aggregate exposure from cosmetic products containing alpha-arbutin and/or beta-arbutin. This led to a new consultation with the SCCS and resulted in the identification of a number of issues in the previous submissions, in
      particular the stability and dermal absorption of alpha-arbutin and/or beta-arbutin, the release rate of HQ and the aggregate exposure calculation from cosmetics exposure. Following this, a call for data was launched from July 2020 to April 2021
      during which interested parties were asked to contribute with data/information on the identified issues. In its preliminary opinion on the safety of alpha-arbutin and beta-arbutin in cosmetic products, dated March 15-16, 2022, the SCCS considered
      that it cannot conclude on the safety of alpha-arbutin (when used in face creams up to a maximum concentration of 2% and in body lotions up to a maximum concentration of 0.5%) or beta-arbutin (when used in face cream up to a maximum concentration of
      7%) because not all relevant scientific data which are required for the safety assessment, e.g. data on the degradation/metabolism of arbutin when exposed to the skin microbiome/enzymes and the release and final fate of HQ, are available. This
      preliminary opinion is now open for comments until May 27, 2022, on the basis of which the SCCS will issue a final opinion. Scientific opinions of the SCCS that consider substances to be unsafe for cosmetic products, or only safe under certain
      circumstances, are typically followed by a decision of the European Commission to amend the Cosmetics Regulation to add the substance to the list of prohibited cosmetics substances (annex II) or to add the substance to  the list of substances that
      can only be used under certain circumstances (annex III). This means that, depending on the outcome of the SCCS safety assessment, it cannot be excluded that the use of alpha- and/or beta-arbutin in certain cosmetic products will be banned or
      restricted  in the EU per future EU legislation.

  Risk Factors, page 38

        4.

          We note your revised disclosures regarding the post-transaction ownership percentage by the Sponsor, including in certain scenarios assuming various levels of redemption. Please add disclosure
            as appropriate, including in a risk factor, regarding any risks arising from the significant ownership by the Sponsor following the transaction.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it is expected that the Sponsor will distribute the founder shares, the private placement warrants
    and the working capital warrants to its members following the closing of the Business Combination.  Subject to the assumptions contained in the Amended Registration Statement, following such distribution, in addition to the interests acquired pursuant
    to the Sponsor Forward Purchase Agreement (in the case of Dynamo Master Fund and Burwell Mountain Trust), Dynamo Master Fund will hold an ownership interest of 11.8% of the fully diluted Waldencast plc Class A ordinary shares, Burwell Mountain Trust
    will hold an ownership interest of 7.0% of the fully diluted Waldencast plc Class A ordinary shares, and Waldencast Ventures LP will hold an ownership interest of 3.1% of the fully diluted Waldencast plc Class A ordinary shares.  The Sponsor, as
    managing member of Beauty Ventures, will beneficially hold an ownership interest of 13.7% of the fully diluted Waldencast plc Class A ordinary shares.

  April 27, 2022

  Page 4

  In response to the Staff’s comment, the Company has revised its disclosures on pages 346 to 348 of the Amended Registration Statement to reflect the expected distribution of the Sponsor, as well as the
    updated ownership interests of the Company following the closing of the Business Combination.

  Information about Obagi, page 271

        5.

          We note your revised disclosures in response to prior comment 14. Your disclosure continues to refer to Obagi products as “rooted in science” and “science-backed,” or refers to the products’
            efficacy in terms of having the ability to prevent or improve various skin conditions. For example, you state on page 273 that Obagi Medical products’ reputation lies in the “robust clinical evidence” that you have developed, and that your
            Obagi Medical products use medical-grade formulations. However, you also acknowledge that the significant majority of your products are not approved by the FDA, even when required. We continue to have concerns regarding the many references in
            your registration statement to your products being supported by scientific studies, medical-grade, or being clinically proven, as these terms imply approval by the FDA or a similar regulatory authority. Please advise why it is appropriate to
            include references to various clinical trials in your registration statement when they are not the basis for regulatory approval, and to imply conclusions without discussing the underlying data. Please substantially revise your disclosures to
            remove any implications that your products have been approved by a regulatory authority.

  Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure.  Obagi’s product portfolio consists of a range of cosmetic products as well as
    over-the-counter (“OTC”) and prescription drug products, including a line of prescription-strength HQ products that are not approved by the FDA but have been marketed pursuant to the FDA’s enforcement discretion since 1988.   While the FDA has long permitted reference to science and clinical experience in the promotion of some cosmetics so long as such references are not intended to establish drug claims, we
    understand the SEC’s concerns and have clarified the disclosure to further  highlight the distinctions between cosmetics and drugs under the law and how Obagi’s studies differ from clinical trials that would be used to support a marketing application
    to the FDA.   To that end, we have further clarified which products are – and are not – marketed pursuant to FDA approval or an OTC monograph and added disclosure clarifying that Obagi’s studies should not be deemed a substitute for clinical t

United States securities and exchange commission logo
April 4, 2022
Michael Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re:Waldencast Acquisition Corp.
Amendment No. 1 to Registration Statement on Form F-4
Filed March 7, 2022
Amendment No. 2 to Registration Statement on Form F-4
Filed March 21, 2022
File No. 333-262692
Dear Mr. Brousset:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 6, 2022 letter.
Amendment No. 2 to F-4 filed March 21, 2022
Q: How does the Sponsor intend to vote their shares?, page xxxix
1.We note your disclosure on pages xxxix, 21 and elsewhere in the registration
statement that the Sponsor and its affiliates may purchase or enter into agreements to
purchase shares from public shareholders, which could have the effect of increasing the
likelihood of satisfying the requirements to approve the Business Combination.  Please
confirm all such purchases outside of the redemption offer will satisfy the conditions set
forth in Tender Offers and Schedules C&DI 166.01.

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 April 4, 2022 Page 2
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
April 4, 2022
Page 2
Summary of the Proxy Statement/Prospectus
Obagi, page 2
2.We acknowledge your revised disclosures in response to prior comments 3 and 13. Please
further revise your disclosures to state whether you or Obagi have received any
communications, whether oral or written, from the FDA or other similar regulatory
authorities regarding the continued marketing and sale of products containing HQ or
arbutin or the Skintrinsiq device, or any related issues. Please also revise to clarify
whether you are aware of any other device similar to the Skintrinsiq device that pursued or
is pursuing FDA authorization.
3.We acknowledge your response to our prior comment 6 that Obagi offers alternative
arbutin products in jurisdictions that prohibit the dispensing of prescription products
without a pharmacy or license.  You also disclose on page 275 that the European
Commission has expressed concerns on the potential use of arbutin in cosmetic products
and for which it completed a public consultation in April 2021.  Please expand your
disclosure as appropriate of the use of arbutin in cosmetic products, including the risks
associated with this ingredient, any statements the FDA or European Commission has
made regarding this ingredient, either publicly or to you or Obagi, and clarify whether this
ingredient is permitted to be used in other countries such as those in Asia-Pacific.
Risk Factors, page 38
4.We note your revised disclosures regarding the post-transaction ownership percentage by
the Sponsor, including in certain scenarios assuming various levels of redemption. Please
add disclosure as appropriate, including in a risk factor, regarding any risks arising from
the significant ownership by the Sponsor following the transaction.
Information About Obagi, page 271
5.We note your revised disclosures in response to prior comment 14. Your disclosure
continues to refer to Obagi products as "rooted in science" and “science-backed,” or refers
to the products' efficacy in terms of having the ability to prevent or improve various skin
conditions. For example, you state on page 273 that Obagi Medical products' reputation
lies in the "robust clinical evidence" that you have developed, and that your Obagi
Medical products use medical-grade formulations. However, you also acknowledge that
the significant majority of your products are not approved by the FDA, even when
required. We continue to have concerns regarding the many references in your registration
statement to your products being supported by scientific studies, medical-grade, or being
clinically proven, as these terms imply approval by the FDA or a similar regulatory
authority. Please advise why it is appropriate to include references to various clinical trials
in your registration statement when they are not the basis for regulatory approval, and to
imply conclusions without discussing the underlying data. Please substantially revise your
disclosures to remove any implications that your products have been approved by a
regulatory authority.

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 April 4, 2022 Page 3
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
April 4, 2022
Page 3
Intellectual Property, page 284
6.We acknowledge your revised disclosures in response to prior comment 16. We note your
response that you do not believe any patents due to expire within the next five years will
have a material effect on your net revenue or overall business. Please revise your
disclosures on page 276 to discuss this information.
Information About Milk, page 290
7.We note your revised disclosures in response to prior comment 17. Please revise to state
the termination date or clarify the start date for the 36 months.
Sales and Distribution Strategy, page 294
8.We note your response to our prior comment 18.  Please also disclose, if true, that your
distribution agreements with Sephora do not contain any minimum purchase requirements.
Exhibits
9.We acknowledge your response to our prior comment 22, which we reissue in part.  We
refer to the first and fourth rows of your fee table exhibit.  Please explain the inclusion for
two separate rows, which appear to be for Waldencast plc Class A ordinary shares, and
revise to clarify the 43,320,867 "Ordinary shares", or advise.
10.We note your footnote to your Exhibit index stating that certain portions of exhibits have
been omitted pursuant to Item 601(b)(10) of Regulation S-K.  Please revise to include a
prominent statement at the top of the first page of Exhibits 10.38 and 10.39 that certain
identified information has been excluded because it is both not material and the type of
information that the registrant treats as private or confidential. Refer to Item
601(b)(10)(iv) of Regulation S-K.
11.We acknowledge your revised disclosures in response to prior comment 12. We note that
the tax opinion exhibit continues to refer to assumptions, exceptions, limitations and
qualifications set forth in the Registration Statement, which continues to have references
to assumptions that the domestication qualifies as a F reorganization. Please revise to
clarify the qualifications in the Registration Statement upon which the tax opinion relies.
            You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jane Park at 202-551-7439 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 April 4, 2022 Page 4
 FirstName LastName
Michael Brousset
Waldencast Acquisition Corp.
April 4, 2022
Page 4
cc:       Max Mayer-Cesiano

CORRESP
1
filename1.htm

                Skadden, Arps, Slate, Meagher & Flom llp

                ONE MANHATTAN WEST

                NEW YORK, NY 10001

                ________

                TEL: (212) 735-3000

                FAX: (212) 735-2000

                WWW.SKADDEN.COM

                FIRM/AFFILIATE OFFICES

                ________

                BOSTON

                CHICAGO

                HOUSTON

                LOS ANGELES

                PALO ALTO

                WASHINGTON, D.C.

                WILMINGTON

                ________

                BEIJING

                BRUSSELS

                FRANKFURT

                HONG KONG

                LONDON

                MOSCOW

                MUNICH

                PARIS

                SÃO PAULO

                SEOUL

                SHANGHAI

                SINGAPORE

                TOKYO

                TORONTO

                     DIRECT DIAL

                (212) 735-2297

                     DIRECT FAX

                (917) 777-2297

                     EMAIL ADDRESS

                Maxim.MayerCesiano@Skadden.Com

      March 18, 2022

      Via EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

            Attn:

              Jane Park

                Dorrie Yale

                Jenn Do

                Lynn Dicker

                Division of Corporation Finance

                Office of Life Sciences

            Re:

              Waldencast Acquisition Corp.

                Registration Statement on Form F-4

                Filed February 14, 2022

                File No. 333-262692

      Ladies and Gentlemen:

      On behalf of our client, Waldencast Acquisition Corp. (the “Company”), we submit this letter setting forth the responses of the Company
        to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment
        letter dated March 6, 2022 (the “Comment Letter”) with respect to the registration statement on Form F-4 filed with the Commission by the Company on February 14, 2022.

      Concurrently with the filing of this letter, the Company is publicly filing, via the EDGAR system of the Commission, Amendment No. 2 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) in response to the Staff’s comments. The Amended Registration Statement also includes other changes that are intended to update, clarify and render more
        complete the information contained therein.

      March 18, 2022

      Page 2

      For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. Unless otherwise indicated,
        capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement.

      Form F-4 filed February 14, 2022

      Selected Definitions, page iii

            1.

              We acknowledge your revised disclosures in response to prior comments 1 and 3. We note the definition of Beauty Ventures discloses that it is managed by the Sponsor. We also note that the
                disclosures regarding expected ownership percentages separately discusses the percentage ownership of the Sponsor and Beauty Ventures. Please explain why this presentation is appropriate. In addition, as previously noted, it is unclear why
                a defined term is needed for "Total Implied Obagi Cash Consideration Amount” when it means $380.0 million.

      Response: In response to the Staff’s comment, the Company has revised its disclosures on the cover page and pages xiii, xxvi, 13 and 103 of the Amended Registration Statement.

      Questions and Answers for Shareholders of Waldencast, Q: What is the transaction structure?, page xx

            2.

              We acknowledge your revised disclosures in response to prior comment 4. You state that Milk Members will receive Waldencast LP common units as part of the transaction. Please also clarify
                here whether the transaction involving the issuance of Waldencast LP common units will be exempt from registration.

      Response: In response to the Staff’s comment, the Company has revised its disclosures on the cover page, the letter to shareholders, and pages xxi, xxv, 5 and 150 of the Amended Registration
        Statement.

      Summary of the Proxy Statement/Prospectus, Obagi, page 2

            3.

              We acknowledge your revised disclosures in response to prior comment 9. Your revised disclosures state that you have not received marketing authorization from the FDA. To the extent correct,
                please revise here and elsewhere as appropriate, including in your summary risk factor on page 29, to clarify that such marketing authorization is required. As previously noted, please also disclose that the FDA has cited safety concerns
                for the HQ ingredient, even at the lower concentrations, and that you could be found to be marketing and selling these products in violation of the law, as you state on page 48, and add corresponding disclosures to your summary risk
                factors. Please also ensure that such disclosures are prominently disclosed.

      Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 2 to 3, 28, 47 to 49, 274 to 275, 278 and 286 of the
        Amended Registration Statement.

      Waldencast's Board of Directors’ Reasons for the Business Combination, page 7

      March 18, 2022

      Page 3

            4.

              We acknowledge your revised disclosures in response to prior comment 10. As previously noted, please revise your discussion of the board's reasons for the business combination by removing
                some of the detailed discussion that is more appropriate for elsewhere in the prospectus.

      Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 8 to 9 of the Amended Registration Statement.

      Sources and Uses of Funds for the Business Combination, page 24

            5.

              We acknowledge your revised disclosures in response to prior comment 16. Please further revise footnotes 2 to the tables to further explain how the cash is intended to be used in the
                operations of Obagi and Milk, and provide some context to investors to understand the differences in the use of cash in the different scenarios.

      Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 23 to 25 of the Amended Registration Statement.

      Regulations could prohibit physicians from dispensing our prescription only products . . ., page 50

            6.

              We note your disclosure in response to our prior comment 20 that certain jurisdictions and credit card authorization vendors have taken action against physician customers who sell your
                prescription products over the Internet. As previously noted, please quantify any effect thus far of such actions to the sales of your prescription only products. You also state that certain states prohibit the dispensing of prescription
                products without a pharmacy or license unless certain conditions are met. Please explain whether your sales in these listed states meet those conditions and what those conditions are. Additionally, disclose in your discussion of Obagi
                beginning on page 2 that certain states, including California, Massachusetts, New York, and Texas require a pharmacy or other license or authorization to dispense your prescription products unless certain conditions are met, and that credit
                card authorization vendors and the state of Texas and Puerto Rico have taken action against physician customers who sell your prescription products to patients over the Internet.

      Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 2 to 3 and 49 to 50 of the Amended Registration Statement. The Company also respectfully
        acknowledges the Staff’s comment and advises that the actions taken in 2017 against physician customers in Texas and Puerto Rico had an immaterial impact on Obagi’s overall business, as disclosed on pages 3 and 49 to 50 of the Amended Registration
        Statement, and that it does not anticipate it having a material impact on its business going forward.

      We are involved, and may become involved in the future, in disputes and other legal or regulatory proceedings…, page 84

            7.

              We refer to your revised disclosure regarding the indemnification agreement. Please remove this mitigating discussion from your risk factor.

      Response: In response to the Staff’s comment, the Company has revised its disclosures on page 83 of the Amended Registration Statement.

      Background to the Business Combination, page 173

      March 18, 2022

      Page 4

            8.

              We refer to your revised disclosure in response to prior comment 28. Regarding the rationale set forth in clause (ii), please further revise to explain why Waldencast did not pursue further
                negotiations to discuss valuation expectations and disclose how many potential targets this rationale affected. Regarding the rationale set forth in clause (iv), please further discuss why the other target business was not as aligned with
                Waldencast's investment criteria as Obagi and Milk's businesses. Also revise to clarify whether any of the potential targets were in the beauty sector.

      Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 173 and 174 of the Amended Registration Statement.

            9.

              We note your response to our prior comment 31. Please revise to clarify how the negotiations relating to the Obagi China Business evolved, including the different values attributed to the
                Obagi China Business and various regulatory issues discussed.

      Response: In response to the Staff’s comment, the Company has revised its disclosures on page 176 of the Amended Registration Statement.

            10.

              We note your responses to our prior comments 30 and 32, which we reissue in part. You disclose that the parties and their respective advisors agreed to effect the Up-C structure following
                several weeks of discussions. Please revise to further expand on the evolution of the proposed transaction structure, including the tax aspects of the structure. Please also further clarify how the consideration evolved during the
                negotiations, including the changes to the purchase price mechanic and removal of a purchase price adjustment that are referenced, and disclose any negotiations regarding the consideration amount and type that occurred prior to the letters
                of interest. Also include a discussion regarding any negotiations regarding Cedarwalk's ability to appoint one director.

      Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 174 to 176, 178, and 180 to 185 of the Amended Registration Statement.

      In response to the Staff’s comment regarding any negotiations regarding Cedarwalk’s ability to appoint one director, the Company has revised its disclosures on page 176 of the Amended Registration
        Statement to clarify Waldencast’s reasons for including the provision in the Obagi Initial LOI. The Company respectfully advises the Staff that this particular provision was not further negotiated.

      Waldencast's Board of Directors' Reasons for the Business Combination, page 186

            11.

              We note your revised disclosure in response to our prior comment 34, which we reissue in part. Disclose whether any companies meeting the selection criteria were excluded from the analysis
                and please expand your discussion to disclose the financial data used to derive the multiples.

      Response: The Company notes the Staff’s comment regarding companies meeting the selection criteria on page 192 of the Amended Registration Statement and respectfully advises the Staff that
        no such companies identified on page 192 of the Amended Registration Statement as meeting such criteria were excluded from the analysis.

      In response to the Staff’s comment regarding the financial data used to derive the multiples, the Company has revised its disclosures on page 192 of the Amended Registration Statement in part to
        reflect more clearly the source of the data that was used to derive the multiples set forth in the table on page 192 of the Amended Registration Statement, as well as how “firm value,” or “FV,” was calculated. The Company respectfully advises the
        Staff that the Company does not believe that the underlying data itself, as compared to the multiples that were derived from such data, is material to a shareholder’s understanding of the analysis.

      March 18, 2022

      Page 5

      U.S. Federal Income Tax Considerations, page 225

            12.

              We note your response to our prior comment 37. Please revise to remove statements assuming the domestication qualifies as an F reorganization. Please also expand your disclosure regarding
                the tax consequences to U.S. holders of Waldencast Class A ordinary shares who exercise redemption rights and disclose the tax consequences on the holding period caused by the redemption rights. For guidance concerning assumptions and
                opinions subject to uncertainty, please refer to Staff Legal Bulletin No. 19. Revise corresponding sections in the prospectus as appropriate, and revise the opinion exhibit to cover all the material tax consequences to U.S. holders.

      Response: In response to the Staff’s comment, the Company has revised the disclosure on pages xxxii, 25, 116, 117, 226, 227 and 230 of the Amended Registration Statement.

      Skintrinsiq Device, page 275

            13.

              We refer to your revised disclosures in response to prior comment 41. You state that the Skintrinsiq device is regulated by the FDA, but that you believe it is exempt from FDA premarket
                review requirements. Please further explain to us the basis of your belief.

      Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 44 to 46, 276 and 281 of the Amended Registration Statement.

      Innovative Research & Development, page 276

            14.

              We note your response to our prior comment 40. Please revise throughout the prospectus your references to your products' efficacy and/or safety and studies determining your products'
                efficacy and/or safety as your prescription products have not been approved by the FDA, and efficacy and safety determinations are within the FDA's authority. Balance all references that Obagi Medical products are "scientifically-backed"
                and "clinically proven" to state that your Obagi Medical products have not been approved by the FDA or a similar regulatory authority, and that you're marketing certain of your products without required FDA approval, or revise.

      Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 271, 273, 275, 278 to 280 and 282 of the Amended Registration Statement.

      Sales & Marketing, page 279

            15.

              We note your revised disclosure in response to prior comment 42. Please also revise to clarify, if true, that the referenced Chinese business would be part of the Obagi China Distribution.
                In addition, please disclose that your a

United States securities and exchange commission logo
March 6, 2022
Michael Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re:Waldencast Acquisition Corp.
Registration Statement on Form F-4
Filed February 14, 2022
File No. 333-262692
Dear Mr. Brousset:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed February 14, 2022
Selected Definitions, page iii
1.We acknowledge your revised disclosures in response to prior comments 1 and 3. We note
the definition of Beauty Ventures discloses that it is managed by the Sponsor. We also
note that the disclosures regarding expected ownership percentages separately discusses
the percentage ownership of the Sponsor and Beauty Ventures. Please explain why this
presentation is appropriate. In addition, as previously noted, it is unclear why a defined
term is needed for "Total Implied Obagi Cash Consideration Amount” when it means
$380.0 million.
Questions and Answers for Shareholders of Waldencast
Q: What is the transaction structure?, page xx

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 March 6, 2022 Page 2
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
March 6, 2022
Page 2
2.We acknowledge your revised disclosures in response to prior comment 4. You state that
Milk Members will receive Waldencast LP common units as part of the transaction.
Please also clarify here whether the transaction involving the issuance of Waldencast LP
common units will be exempt from registration.
Summary of the Proxy Statement/Prospectus
Obagi, page 2
3.We acknowledge your revised disclosures in response to prior comment 9. Your revised
disclosures state that you have not received marketing authorization from the FDA. To the
extent correct, please revise here and elsewhere as appropriate, including in your summary
risk factor on page 29, to clarify that such marketing authorization is required.  As
previously noted, please also disclose that the FDA has cited safety concerns for the
HQ ingredient, even at the lower concentrations, and that you could be found to be
marketing and selling these products in violation of the law, as you state on page 48, and
add corresponding disclosures to your summary risk factors. Please also ensure that
such disclosures are prominently disclosed.
Waldencast's Board of Directors' Reasons for the Business Combination, page 7
4.We acknowledge your revised disclosures in response to prior comment 10. As previously
noted, please revise your discussion of the board's reasons for the business combination by
removing some of the detailed discussion that is more appropriate for elsewhere in the
prospectus.
Sources and Uses of Funds for the Business Combination, page 24
5.We acknowledge your revised disclosures in response to prior comment 16. Please further
revise footnotes 2 to the tables to further explain how the cash is intended to be used in the
operations of Obagi and Milk, and provide some context to investors to understand the
differences in the use of cash in the different scenarios.
Regulations could prohibit physicians from dispensing our prescription only products..., page 50
6.We note your disclosure in response to our prior comment 20 that certain jurisdictions and
credit card authorization vendors have taken action against physician customers who sell
your prescription products over the Internet.  As previously noted, please quantify any
effect thus far of such actions to the sales of your prescription only products. You also
state that certain states prohibit the dispensing of prescription products without a
pharmacy or license unless certain conditions are met. Please explain whether your sales
in these listed states meet those conditions and what those conditions are. Additionally,
disclose in your discussion of Obagi beginning on page 2 that certain states, including
California, Massachusetts, New York, and Texas require a pharmacy or other license or
authorization to dispense your prescription products unless certain conditions are met, and
that credit card authorization vendors and the state of Texas and Puerto Rico have taken

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 March 6, 2022 Page 3
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
March 6, 2022
Page 3
action against physician customers who sell your prescription products to patients over the
Internet.
We are involved, and may become involved in the future, in disputes and other legal or
regulatory proceedings. . ., page 84
7.We refer to your revised disclosure regarding the indemnification agreement. Please
remove this mitigating discussion from your risk factor.
Background to the Business Combination, page 173
8.We refer to your revised disclosure in response to prior comment 28. Regarding the
rationale set forth in clause (ii), please further revise to explain why Waldencast did not
pursue further negotiations to discuss valuation expectations and disclose how many
potential targets this rationale affected. Regarding the rationale set forth in clause (iv),
please further discuss why the other target business was not as aligned with Waldencast's
investment criteria as Obagi and Milk's businesses. Also revise to clarify whether any of
the potential targets were in the beauty sector.
9.We note your response to our prior comment 31.  Please revise to clarify how the
negotiations relating to the Obagi China Business evolved, including the different values
attributed to the Obagi China Business and various regulatory issues discussed.
10.We note your responses to our prior comments 30 and 32, which we reissue in part.  You
disclose that the parties and their respective advisors agreed to effect the Up-C structure
following several weeks of discussions.  Please revise to further expand on the evolution
of the proposed transaction structure, including the tax aspects of the structure. Please also
further clarify how the consideration evolved during the negotiations, including the
changes to the purchase price mechanic and removal of a purchase price adjustment that
are referenced, and disclose any negotiations regarding the consideration amount and type
that occurred prior to the letters of interest. Also include a discussion regarding any
negotiations regarding Cedarwalk's ability to appoint one director.
Waldencast's Board of Directors' Reasons for the Business Combination, page 186
11.We note your revised disclosure in response to our prior comment 34, which we reissue in
part.   Disclose whether any companies meeting the selection criteria were excluded from
the analysis and please expand your discussion to disclose the financial data used to derive
the multiples.
U.S. Federal Income Tax Considerations, page 225
12.We note your response to our prior comment 37.  Please revise to remove statements
assuming the domestication qualifies as an F reorganization. Please also expand your
disclosure regarding the tax consequences to U.S. holders of Waldencast Class A ordinary
shares who exercise redemption rights and disclose the tax consequences on the holding

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 March 6, 2022 Page 4
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
March 6, 2022
Page 4
period caused by the redemption rights.  For guidance concerning assumptions and
opinions subject to uncertainty, please refer to Staff Legal Bulletin No. 19. Revise
corresponding sections in the prospectus as appropriate, and revise the opinion exhibit to
cover all the material tax consequences to U.S. holders.
Skintrinsiq Device, page 275
13.We refer to your revised disclosures in response to prior comment 41. You state that the
Skintrinsiq device is regulated by the FDA, but that you believe it is exempt from FDA
premarket review requirements. Please further explain to us the basis of your belief.
Innovative Research & Development, page 276
14.We note your response to our prior comment 40.  Please revise throughout the prospectus
your references to your products' efficacy and/or safety and studies determining your
products' efficacy and/or safety as your prescription products have not been approved by
the FDA, and efficacy and safety determinations are within the FDA's authority. Balance
all references that Obagi Medical products are "scientifically-backed" and "clinically
proven" to state that your Obagi Medical products have not been approved by the FDA or
a similar regulatory authority, and that you're marketing certain of your products without
required FDA approval, or revise.
Sales & Marketing, page 279
15.We note your revised disclosure in response to prior comment 42. Please also revise to
clarify, if true, that the referenced Chinese business would be part of the Obagi China
Distribution. In addition, please disclose that your agreement with Boxout Health does not
contain any minimum purchase requirements and expand your discussion of the material
terms of your Boxout Health distribution agreement to disclose the termination provisions
and rights and obligations of each party pursuant to the agreement.
Intellectual Property, page 283
16.We note the addition of the table on page 276 of your material patents.  Please clarify, if
correct, that each of the material patents listed are owned by Obagi. Please also expand
your disclosure of the patent rights under your license agreement with Osmotics, including
the materiality of such patent rights that you have licensed, the type of patent protection,
patent expiration dates and the applicable jurisdictions. In addition, we note the upcoming
expiration dates for certain of your patents, including patents licensed under the agreement
with Osmotics. Please disclose the material effects of expiring patents, if any.
Information about Milk, page 289
17.We note your response to our prior comment 43, which we reissue in part.  Please expand
your disclosure for Milk's master services agreement to identify the parties to such
agreement and the material terms of the agreement or tell us why it is not material.  We

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 March 6, 2022 Page 5
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
March 6, 2022
Page 5
refer to your reference to the master services agreement on page 298.
Sales and Distribution Strategy, page 293
18.We note your response to our prior comment 47.  Please expand your disclosure of the
material terms of the distribution agreements with Sephora, including the termination
provision.
Growth Opportunities, page 295
19.We note your response to our prior comment 49, which we reissue in part.  Please also
disclose the number of participants in the Sephora online survey conducted in June 2020.
Beneficial Ownership of Securities, page 337
20.We acknowledge your response to prior comment 52. Please revise footnote 3 to explain
that the voting and investment power is exercised jointly by Waldencast Ventures, LP,
Burwell Mountain Trust, and Dynamo Master Fund.
Milk Makeup LLC Financial Statements for the Nine Months ended September 30, 2021 and
2020
8. Commitments and Contingencies, page F-107
21.We note your response to prior comment 54. You stated "management believes these
allegations are without merit and any reasonably possible losses are not expected to have a
material impact on the Company’s condensed financial statement." Since it appears that
there is at least a reasonable possibility that a loss or an additional loss may have been
incurred, item b. of ASC 450-20-50-4 requires disclosure of an estimate of the possible
loss or range of loss or a statement that such an estimate cannot be made. Please
revise accordingly.
Exhibits
22.We refer to the 59,126,449 "Ordinary shares" shown as being registered in your fee table
exhibit. This amount appears to include both Waldencast plc Class A ordinary shares and
Waldencast plc Non-Economic ordinary shares. Please revise so that the number of shares
of each class of shares is separately disclosed in the table. Refer to Item 21 of Form F-4.
In addition, certain disclosures on the cover page was removed along with the filing fee
table, such as the asterisk disclosure regarding the Domestication. Please restore the
disclosures.
General
23.We note your revised disclosure in response to our prior comment 55.  Please specify the
sources that conducted the industry research in 2020 referenced in your disclosure.  Please
also restore the deleted reference to the survey conducted by Kline & Co. on page 281 or
advise.

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 March 6, 2022 Page 6
 FirstName LastName
Michael Brousset
Waldencast Acquisition Corp.
March 6, 2022
Page 6
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jane Park at 202-551-7439 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Max Mayer-Cesiano

CORRESP
1
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    February 14, 2022

    Via EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Attn:

            Jane Park

            Dorrie Yale

            Jenn Do

            Lynn Dicker

            Division of Corporation Finance

            Office of Life Sciences

            Re:

            Waldencast Acquisition Corp.

            Registration Statement on Form F-4

            Filed December 27, 2021

            CIK No.: 0001840199

    Ladies and Gentlemen:

    On behalf of our client, Waldencast Acquisition Corp. (the “Company”), we submit this letter
      setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated January 25, 2022 (the “Comment Letter”) with respect to the draft registration statement on Form F-4 confidentially filed with the
      Commission by the Company on December 27, 2021.

    Concurrently with the filing of this letter, the Company is publicly filing, via the EDGAR system of the Commission, a Registration Statement on Form F-4
      (the “Registration Statement”) in response to the Staff’s comments. The Registration Statement also includes other changes that are intended to update, clarify and render more complete the
      information contained therein.

    February 14, 2022

    Page 2

    For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each
      comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

    Draft Registration Statement on Form F-4

    Cover Page

          1.

            Please revise the prospectus cover page to disclose the expected ownership percentages in the combined company of Obagi stockholders, Milk
              stockholders, PIPE investors, the Sponsor and related parties, the investor directors, and Waldencast’s stockholders, and to the extent applicable, disclose the total expected ownership of the Sponsor following the transaction, inclusive of
              any investments the Sponsor plans to make through the financing transactions, such as the PIPE investment. If the Sponsor is affiliated with the Third-Party FPA Investor, please also include such investor's investments in the aggregate, or
              explain.

    Response: In response to the Staff’s comment, the Company has revised its disclosures set out in the cover page to the Registration Statement.

          2.

            Please revise to state that an Obagi stockholder will have the discretion to designate one director at its sole discretion for so long as it owns
              5% of your then-outstanding common stock, and state the stockholder's current ownership percentage.

    Response: In response to the Staff’s comment, the Company has revised its disclosures set out in the cover page to the Registration Statement.

    Selected Definitions, page iii

          3.

            Although we do not object to the inclusion of the glossary, please revise to ensure that each such term is defined at first use. As one example
              only, we note that "Forward Purchaser" is not defined at first use. In addition, please revise this section and your prospectus as appropriate to ensure that your disclosures are in plain English and are clear without frequent reliance on
              defined terms or reference to other documents. As examples only, it is unclear why “Total Implied Obagi Cash Consideration Amount” is a defined term when it is defined as $380,000,000, or why "Requisite Obagi Stockholder" is a defined term
              when it is defined as Cedarwalk, and we note that terms such as "Obagi China Distribution" and "PPE Investors" are only defined by reference to agreements.

    Response: In response to the Staff’s comment, the Company has revised its use of defined terms throughout the Registration Statement.

    February 14, 2022

    Page 3

    Questions and Answers for Shareholders of Waldencast, page xviii

          4.

            Add a Q&A regarding the transaction structure, including diagrams to help investors understand the change in the company's structure and the
              change in Obagi's structure due to the carveout. Include a discussion that the organizational structure will allow Milk stockholders the ability to retain a direct equity ownership in Waldencast LP, as you indicate on pages 139 and 229, as
              compared to Waldencast and Obagi stockholders. Please also clarify this difference on the cover and in your risk factor on pages 91 and 100.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on the cover page and pages xx, xxi, 101 and 110 of the
      Registration Statement.

    Q: What proposals are shareholders of Waldencast being asked to vote upon?, page xix

          5.

            Revise to clarify that the proposal for the election of directors who will be the directors of the company after the business combination is a
              proposal that can only be approved by the holders of the Class B shares, and explain that the Sponsor holds such shares.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on pages xxii, xxxviii, 6, 18, 23, 101, 129, 204, 217 and
      256 of the Registration Statement.

    Q: What will Obagi Shareholders and Milk Members receive in return for Waldencast's  acquisition . . .?, page xx

          6.

            Rather than repeating the formulas for calculating the amount of consideration to be received by Obagi and Milk stockholders, revise your
              disclosures to help investors better understand the proposed transactions, such as explaining the approximate cash and stock that the Obagi and Milk stockholders will receive. You can provide different scenarios based upon differing
              redemption totals and different assumptions.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on pages xxiii to xxv, 132, 133, 151 and 152 of the
      Registration Statement.

    Q: What equity stake will current Waldencast shareholders, Obagi Shareholders and Milk Members hold . . .?, page xxi

          7.

            We note that footnote 1 to the first table states the assumption that a maximum of 21,834,638 Class A ordinary shares are redeemed. However, you
              also state on page 177 that based on recent market trends, "there will likely be significant redemptions in excess of the maximum redemptions scenario," which may, in turn, require that Obagi, Milk and Waldencast waive the Minimum Cash
              Conditions in order for the business combination to be consummated. We also note your disclosure on page 79 that even if such conditions are waived by Obagi and Milk, if there are significant redemptions, you will likely need to obtain
              additional financing to fund your planned operations, which would further dilute stockholders. Please expand your graphic disclosures to also illustrate this scenario, and also to show at least one interim redemption scenario in between those
              you currently present. Additionally, show the potential impact of redemptions of the per share value of the shares owned by non-redeeming shareholders.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on pages xxv to xxix and 14 to 17 of the Registration
      Statement.

    February 14, 2022

    Page 4

    Q: Do I have redemption rights?, page xxvii

          8.

            Clarify, if true, that holders of your public warrants and holders of warrants through your units cannot exercise redemption rights with respect
              to the warrants. Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on pages xxxiii and 104 of the Registration Statement.

    Summary of the Proxy Statement/Prospectus, page 1

          9.

            Please include a discussion here and elsewhere as appropriate regarding the inclusion in certain of your products, including your Nu-Derm Clear,
              Blender and Sunfader products, of hydroquinone at 4% concentration, and that the FDA has cited safety concerns for this ingredient at lower concentrations of 1% and 2%. Clearly explain the risks associated with this ingredient, including the
              significance of the recent CARES Act legislation, that this ingredient is prohibited from being marketed in the U.S. as an OTC drug without FDA approval, any statements the FDA has made regarding this ingredient (at any level of
              concentration), and clarify whether this ingredient is permitted to be used in other countries such as those in Europe and the Asia-Pacific. Also specify the amount of revenue and net income Nu-Derm products represent.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 2, 274 and 275 of the Registration Statement.

          10.

            Revise your discussion of the board's reasons for the business combination starting on page 7 by removing some of the detailed discussion that is
              more appropriate for elsewhere in the prospectus, and balance your discussion by adding a summary of the factors and risks that the board identified and considered in an equally prominent and detailed manner. Please also revise the risk
              factor summaries section on pages 23-24 to also include a summary of the risks related to Waldencast and Waldencast plc, and add a bullet to disclose the ongoing litigation against the Milk founders.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 7 to 11 and 30 to 33 of the Registration Statement.

    Interests of Waldencast's Directors and Executive Officers in the Business Combination, page 16

          11.

            Please revise here and elsewhere as appropriate, to clearly discuss the connection between the Third-Party Forward Purchaser and the Sponsor.
              Based on your disclosures on page F¬17, it appears that the Sponsor is the managing member of Beauty Ventures. You also reference on page 189 that the Sponsor or its affiliates will receive performance fee allocations pursuant to the Third
              Party Forward Purchase Agreement. Please explain here the significance of that arrangement.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 21 and 201 of the Registration Statement.

          12.

            Quantify the aggregate amount of out-of-pocket expenses for which your Sponsor, officers, directors and their affiliates are entitled to be
              reimbursed, including any working capital loans.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 21, 22, 91, 202 and 263 of the Registration
      Statement.

    February 14, 2022

    Page 5

          13.

            We note your disclosure here and elsewhere throughout the prospectus that the Sponsor and certain directors agreed to waive their redemption
              rights. Please describe any consideration provided in exchange for this agreement. Please also revise your disclosure summarizing the background of the business combination to discuss the negotiation of this agreement..

    Response: The Company notes the Staff’s comment and respectfully advises the Staff that the Sponsor and certain other shareholders agreed to waive
      their redemption rights pursuant to a letter agreement that the Sponsor and certain other shareholders entered into in connection with the Company’s initial public offering. The provisions relating to the waiver of redemption rights (filed with the
      SEC on  March 18, 2021) in the original letter agreement have not been amended in connection with the business combination.

    The Company has revised its disclosures on page 89 of the Registration Statement.

          14.

            Please add disclosure regarding the interests of the underwriters, as it appears that the deferred underwriting fees remain constant and are not
              adjusted based on redemptions. Also, in your disclosure showing your sensitivity analysis regarding redemptions, revise to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your
              sensitivity analysis related to dilution.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on pages xxix, 9, 16, 17, 23 and 24 of the Registration
      Statement.

          15.

            With reference to the last sentence in the third bullet on page 18 that your governing documents waived the corporate opportunities doctrine,
              please explain whether it impacted your search for an acquisition target. Additionally, expand your disclosure to discuss Waldencast Ventures.

    Response: In response to the Staff’s comment regarding the waiver of the corporate opportunities doctrine, the Company has revised its disclosures
      on pages 22, 92 and 203 of the Registration Statement. The Company further confirms for the Staff that the Company does not believe that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity
      materially affected the Company’s search for an acquisition target nor will they materially impact its ability to complete the proposed Business Combination.

    Sources and Uses of Funds for the Business Combination, page 20

          16.

            You state that the table assumes no public shareholders exercise their redemption rights, but we also note your disclosures elsewhere, such as on
              pages 79 and 177, that indicate you expect there to be significant redemptions that even exceed the maximum redemptions scenario you reference in certain sections of your prospectus. Please expand your disclosure to also disclose the uses in
              a way that reflects the expected redemptions. Also, to the extent correct, clarify that the $520 amount shown in the table is the aggregate of the cash to Obagi sellers and cash to Milk sellers. In addition, explain how any cash to the
              balance sheet is intended to be used in the operations of Obagi and Milk following the consummation of the proposed transactions.

    Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 24 to 26 of the Registration St

United States securities and exchange commission logo
January 25, 2022
Michael Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re:Waldencast Acquisition Corp.
Draft Registration Statement on Form F-4
Submitted December 27, 2021
CIK No.: 0001840199
Dear Mr. Brousset:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4
Cover Page
1.Please revise the prospectus cover page to disclose the expected ownership percentages in
the combined company of Obagi stockholders, Milk stockholders, PIPE investors, the
Sponsor and related parties, the investor directors, and Waldencast’s stockholders, and to
the extent applicable, disclose the total expected ownership of the Sponsor following the
transaction, inclusive of any investments the Sponsor plans to make through the financing
transactions, such as the PIPE investment. If the Sponsor is affiliated with the Third-Party
FPA Investor, please also include such investor's investments in the aggregate, or explain.
2.Please revise to state that an Obagi stockholder will have the discretion to designate one
director at its sole discretion for so long as it owns 5% of your then-outstanding common

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 January 25, 2022 Page 2
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
January 25, 2022
Page 2
stock, and state the stockholder's current ownership percentage.
Selected Definitions, page iii
3.Although we do not object to the inclusion of the glossary, please revise to ensure that
each such term is defined at first use.  As one example only, we note that "Forward
Purchaser" is not defined at first use.  In addition, please revise this section and your
prospectus as appropriate to ensure that your disclosures are in plain English and are clear
without frequent reliance on defined terms or reference to other documents. As examples
only, it is unclear why “Total Implied Obagi Cash Consideration Amount” is a defined
term when it is defined as $380,000,000, or why "Requisite Obagi Stockholder" is a
defined term when it is defined as Cedarwalk, and we note that terms such as "Obagi
China Distribution" and "PPE Investors" are only defined by reference to agreements.
Questions and Answers for Shareholders of Waldencast, page xviii
4.Add a Q&A regarding the transaction structure, including diagrams to help investors
understand the change in the company's structure and the change in Obagi's structure due
to the carveout. Include a discussion that the organizational structure will allow Milk
stockholders the ability to retain a direct equity ownership in Waldencast LP, as you
indicate on pages 139 and 229, as compared to Waldencast and Obagi stockholders.
Please also clarify this difference on the cover and in your risk factor on pages 91 and
100.
Q: What proposals are shareholders of Waldencast being asked to vote upon?, page xix
5.Revise to clarify that the proposal for the election of directors who will be the directors of
the company after the business combination is a proposal that can only be approved by the
holders of the Class B shares, and explain that the Sponsor holds such shares.
Q: What will Obagi Shareholders and Milk Members receive in return for Waldencast's
acquisition . . .?, page xx
6.Rather than repeating the formulas for calculating the amount of consideration to be
received by Obagi and Milk stockholders, revise your disclosures to help investors better
understand the proposed transactions, such as explaining the approximate cash and stock
that the Obagi and Milk stockholders will receive. You can provide different scenarios
based upon differing redemption totals and different assumptions.
Q: What equity stake will current Waldencast shareholders, Obagi Shareholders and Milk
Members hold . . .?, page xxi
7.We note that footnote 1 to the first table states the assumption that a maximum
of 21,834,638 Class A ordinary shares are redeemed. However, you also state on page 177
that based on recent market trends, "there will likely be significant redemptions in excess
of the maximum redemptions scenario," which may, in turn, require that Obagi, Milk and

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 January 25, 2022 Page 3
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
January 25, 2022
Page 3
Waldencast waive the Minimum Cash Conditions in order for the business combination to
be consummated. We also note your disclosure on page 79 that even if such conditions are
waived by Obagi and Milk, if there are significant redemptions, you will likely need to
obtain additional financing to fund your planned operations, which would further dilute
stockholders. Please expand your graphic disclosures to also illustrate this scenario, and
also to show at least one interim redemption scenario in between those you currently
present. Additionally, show the potential impact of redemptions of the per share value of
the shares owned by non-redeeming shareholders.
Q: Do I have redemption rights?, page xxvii
8.Clarify, if true, that holders of your public warrants and holders of warrants through your
units cannot exercise redemption rights with respect to the warrants. Quantify the value of
warrants, based on recent trading prices, that may be retained by redeeming stockholders
assuming maximum redemptions and identify any material resulting risks.
Summary of the Proxy Statement/Prospectus, page 1
9.Please include a discussion here and elsewhere as appropriate regarding the inclusion in
certain of your products, including your Nu-Derm Clear, Blender and Sunfader products,
of hydroquinone at 4% concentration, and that the FDA has cited safety concerns for this
ingredient at lower concentrations of 1% and 2%.  Clearly explain the risks associated
with this ingredient, including the significance of the recent CARES Act legislation, that
this ingredient is prohibited from being marketed in the U.S. as an OTC drug without
FDA approval, any statements the FDA has made regarding this ingredient (at any level of
concentration), and clarify whether this ingredient is permitted to be used in other
countries such as those in Europe and the Asia-Pacific. Also specify the amount of
revenue and net income Nu-Derm products represent.
10.Revise your discussion of the board's reasons for the business combination starting on
page 7 by removing some of the detailed discussion that is more appropriate for elsewhere
in the prospectus, and balance your discussion by adding a summary of the factors and
risks that the board identified and considered in an equally prominent and detailed
manner.  Please also revise the risk factor summaries section on pages 23-24
to also include a summary of the risks related to Waldencast and Waldencast plc, and add
a bullet to disclose the ongoing litigation against the Milk founders.
Interests of Waldencast's Directors and Executive Officers in the Business Combination, page 16
11.Please revise here and elsewhere as appropriate, to clearly discuss the connection between
the Third-Party Forward Purchaser and the Sponsor. Based on your disclosures on page F-
17, it appears that the Sponsor is the managing member of Beauty Ventures. You also
reference on page 189 that the Sponsor or its affiliates will receive performance fee
allocations pursuant to the Third Party Forward Purchase Agreement. Please explain here
the significance of that arrangement.

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 January 25, 2022 Page 4
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
January 25, 2022
Page 4
12.Quantify the aggregate amount of out-of-pocket expenses for which your Sponsor,
officers, directors and their affiliates are entitled to be reimbursed, including any working
capital loans.
13.We note your disclosure here and elsewhere throughout the prospectus that the Sponsor
and certain directors agreed to waive their redemption rights. Please describe any
consideration provided in exchange for this agreement. Please also revise your disclosure
summarizing the background of the business combination to discuss the negotiation of this
agreement.
14.Please add disclosure regarding the interests of the underwriters, as it appears that the
deferred underwriting fees remain constant and are not adjusted based on redemptions.
Also, in your disclosure showing your sensitivity analysis regarding redemptions, revise to
disclose the effective underwriting fee on a percentage basis for shares at each redemption
level presented in your sensitivity analysis related to dilution.
15.With reference to the last sentence in the third bullet on page 18 that your governing
documents waived the corporate opportunities doctrine, please explain whether it
impacted your search for an acquisition target.  Additionally, expand your disclosure to
discuss Waldencast Ventures.
Sources and Uses of Funds for the Business Combination, page 20
16.You state that the table assumes no public shareholders exercise their redemption rights,
but we also note your disclosures elsewhere, such as on pages 79 and 177, that indicate
you expect there to be significant redemptions that even exceed the maximum
redemptions scenario you reference in certain sections of your prospectus. Please expand
your disclosure to also disclose the uses in a way that reflects the expected redemptions.
Also, to the extent correct, clarify that the $520 amount shown in the table is the aggregate
of the cash to Obagi sellers and cash to Milk sellers. In addition, explain how any cash to
the balance sheet is intended to be used in the operations of Obagi and Milk following the
consummation of the proposed transactions.
17.Please clarify here and elsewhere as appropriate that the Sponsor may, in its sole
discretion, reduce its purchase obligation under the forward purchase agreement with
Beauty Ventures, as your disclosure seems to indicate on page F-17.
Selected Unaudited Pro Forma Condensed Combined Financial Information, page 28
18.Please reconcile the total equity of $1,382,204 assuming no redemptions and $1,236,317
assuming maximum redemptions with the total equity in the unaudited pro forma
condensed combined balance sheet on page 225.
The loss of a significant customer could materially and adversely affect . . ., page 31
19.We note your disclosure here and on page 263 of one distributor in Southeast Asia that
accounted for approximately 27.7% of your net sales and that Boxout Health accounted

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 January 25, 2022 Page 5
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
January 25, 2022
Page 5
for approximately 34.4% of your net sales in the nine months ended September 30, 2021.
Please identify your distributor in Southeast Asia here and provide in the Business section
a brief description of the material terms of your agreements with your key distributors.
Please also file the agreements as an exhibit to the registration statement as required by
Item 601(b)(10) of Regulation S-K or tell us why they are not material.
Regulations could prohibit physicians from dispensing our prescription only products . . ., page
41
20.You state that some states have taken action against physician customers who sell your
prescription products over the Internet. Expand your disclosure here to provide additional
context to investors regarding this risk, such as naming the states that have taken this
action, whether other states will likely take similar actions, and the consequences of any
such action (e.g., certain physicians have stopped selling your product).  Please also
quantify any effect thus far of such actions.
The cosmetics industry is highly competitive..., page 53
21.We note your disclosure on page 275 of Milk Makeup’s key competitors, such as Pat
McGrath, Ilia, Kosas, as well as larger companies, such as Unilever, Revlon and L’Oréal
that own both legacy and previously independent younger brands.  Please also expand
your disclosure here to identify Milk’s key competitors.  Please also revise, wherever
applicable, which of Milk’s competitors are also clean beauty brands, if any of Milk’s
competitors also have key partnerships with Sephora and Cult Beauty, and whether any
competitors have developed or are developing competitors to Milk’s lead products.
Risks Related to Milk's Business Operations
We rely on a number of third-party suppliers, distributors and other vendors..., page 60
22.We refer to your disclosure that you use multiple third-party suppliers in the U.S. and
overseas to source substantially all of your products.  Please revise to clarify in this
section whether such third-party suppliers are also responsible for manufacturing Milk’s
products or if Milk uses separate third-party contract manufacturers.  We refer to your
disclosure on page 235.
Risks Related to Milk's Business Operations
The loss of a significant reseller could materially and adversely affect our business..., page 61
23.You state on page 61 that Sephora accounted for approximately 43% and 67% of
Milk's net sales during the years ended December 31, 2020 and 2019, respectively.
However, we note from pages 301 and F-86 that the foregoing percentages are 56% and
78%, respectively. Please revise your disclosures to be consistent throughout your
document.
International sales and operations comprise an increasingly significant portion of our business...,
page 68

 FirstName LastNameMichael Brousset
 Comapany NameWaldencast Acquisition Corp.
 January 25, 2022 Page 6
 FirstName LastNameMichael Brousset
Waldencast Acquisition Corp.
January 25, 2022
Page 6
24.We note your disclosure on page 68 that you generate an increasing share of your revenue
from international sales and maintain international operations.  You also disclose on page
276 that Milk has been "received favorably" in every market it has entered.  Please expand
your disclosure of the key international markets that account for your international sales in
the most recent fiscal periods.
We and our manufacturers and suppliers license certain products and formulas from third
parties..., page 77
25.We refer to your disclosure on page 77 that you have licensed certain products and
formulas from third parties.  Please expand your disclosure here and elsewhere in this
prospectus as appropriate to identify the material licensors and disclose the material terms
of each such license agreement, including but not limited to, the nature and scope of
intellectual property transferred, each parties’ rights and obligations, the duration of each
such agreement and royalty term, termination provisions, royalty rates, aggregate future
potential milestone payments to be paid and the aggregate amounts paid to date under
each agreement (including any up-front fees), as applicable.  Please also file the
agreements as exhibits to the registration statement or tell us why they are not material.
Risks Related to Waldencast and Waldencast plc, page 79
26.Please revise to provide appropriate and more prominent disclosure of the risks
about Waldencast being given a g

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom llp

525
University Avenue

          DIRECT DIAL

(650) 470-4540

     DIRECT FAX

(213) 621-5234

     EMAIL ADDRESS

Gregg.Noel@SKADDEN.COM

    Palo
Alto, California 94301

________

TEL: (650) 470-4500

FAX: (650) 470-4570

www.skadden.com

        FIRM/AFFILIATE OFFICES

        -----------

        BOSTON

        CHICAGO

        HOUSTON

        LOS ANGELES

        NEW YORK

        WASHINGTON, D.C.

        WILMINGTON

        -----------

        BEIJING

        BRUSSELS

        FRANKFURT

        HONG KONG

        LONDON

        MOSCOW

        MUNICH

        PARIS

        SÃO PAULO

        SEOUL

        SHANGHAI

        SINGAPORE

        TOKYO

        TORONTO

March 11, 2021

        VIA EDGAR

        Division of Corporation Finance

        U.S. Securities and Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

RE: Waldencast Acquisition Corp.

Amendment No. 1 to Registration
Statement on Form S-1 Filed March 1, 2021

Amendment No. 2 to Registration
Statement on Form S-1 Filed March 8, 2021

File No. 333-253370

Ladies and Gentlemen:

This letter sets forth the response of Waldencast
Acquisition Corp. (the “Company”) to the comment of the staff of the Division of Corporation Finance
(the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated March 10,
2021, with respect to the above referenced amended Registration Statements on Form S-1 (the “Registration Statement”).

The text of the Staff’s comments has
been included in this letter for your convenience. For your convenience, we have also set forth the Company’s response to
each of the comments immediately below each comment.

The Company has revised the Registration
Statement in response to the Staff’s comments. The Company is concurrently filing an amendment to the Registration Statement
with this letter.

U.S. Securities and Exchange Commission

March 11, 2021

Page 2

Amendment No. 1 to Registration Statement on Form S-1 Filed
March 1, 2021

Management

Conflicts of Interest, page 108

Staff’s Comment: Here and elsewhere in your
filing, as applicable, please include more detail regarding the performance fee allocation that members of your sponsor are entitled
to receive upon certain benchmark returns, including, but not limited to, the specific benchmarks and how the fee will be calculated.

Response: The Company acknowledges the
Staff’s comment and has revised the Registration Statement accordingly on the following pages: cover, 1, 16, 69-70, 81,
82, 119, 123, 125 and  140 to include more detail regarding the performance fee allocation that members of the
sponsor are entitled to receive upon certain benchmark returns, including, but not limited to, the specific benchmarks and
how the fee will be calculated.

Please contact me at (650) 470-4540
should you require further information.

    Very truly yours,

    /s/ Gregg Noel

Via E-mail:

 cc: Waldencast Acquisition Corp.

Michel Brousset

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

Paul Schnell

Michael J. Schwartz

CORRESP
1
filename1.htm

WALDENCAST ACQUISITION CORP.

10 Bank Street, Suite 560

White Plains, NY 10606

March 11, 2021

VIA EMAIL & EDGAR

Taylor Beech

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

  Re:  Waldencast Acquisition Corp. (the “Company”)

Registration Statement on Form S-1 (Registration
No. 333-253370)

Dear Ms. Beech:

Pursuant to Rule 461(a) of the General Rules
and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-253370) be accelerated by the Securities and Exchange Commission to 4:00 p.m.
Washington D.C. time on March 15, 2021 or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Gregg A. Noel, of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-4540 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    Waldencast Acquisition Corp.

    By: /s/ Michel Brousset

      Name:
    Michel Brousset

      Title:
     Chief Executive Officer

    cc:
    Skadden, Arps, Slate, Meagher & Flom LLP

Gregg A. Noel, Esq. and Michael J. Schwartz,
Esq.

    cc:
    Shearman & Sterling LLP

Merritt Johnson, Esq.

CORRESP
1
filename1.htm

March 11, 2021

VIA EDGAR

Taylor Beech

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Taylor Beech

    Division of Corporation Finance

    Re:
    Waldencast Acquisition Corp.

    Registration Statement on Form S-1

    Filed February 22, 2021, as amended

    File No. 333-253370

Dear Ms. Beech:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Waldencast
Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 4:00 p.m. Washington, D.C. time on March 15, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, the undersigned advise
you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution
of the securities, as many copies of the preliminary prospectus dated March 5, 2021 as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

The undersigned advise that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

    Very truly yours,

    CREDIT SUISSE SECURITIES (USA) LLC

    By:
     /s/ Ryan Kelley

        Name: Ryan Kelley

        Title: Director

    J.P. MORGAN SECURITIES LLC

    By:
    /s/ Ranga Kanthadai

        Name: Ranga Kanthadai

        Title: Vice President

[Signature Page to Underwriter’s
Acceleration Request Letter]

United States securities and exchange commission logo
March 10, 2021
Michel Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re:Waldencast Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1 Filed March 1, 2021
Amendment No. 2 to Registration Statement on Form S-1 Filed March 8, 2021
File No. 333-253370
Dear Mr. Brousset:
            We have reviewed your amended registration statements and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 Filed March 1, 2021
Management
Conflicts of Interest, page 108
1.Here and elsewhere in your filing, as applicable, please include more detail regarding the
performance fee allocation that members of your sponsor are entitled to receive upon
certain benchmark returns, including, but not limited to, the specific benchmarks and how
the fee will be calculated.

 FirstName LastNameMichel Brousset
 Comapany NameWaldencast Acquisition Corp.
 March 10, 2021 Page 2
 FirstName LastName
Michel Brousset
Waldencast Acquisition Corp.
March 10, 2021
Page 2
            Please contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Gregg A. Noel, Esq.

CORRESP
1
filename1.htm

        Skadden,
        Arps, Slate, Meagher & Flom llp

        525
        University Avenue

        Palo
        Alto, California 94301

        ________

        FIRM/AFFILIATE OFFICES

        -----------

        BOSTON

        CHICAGO

        HOUSTON

        LOS ANGELES

        NEW YORK

        WASHINGTON, D.C.

        WILMINGTON

        -----------

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(650) 470-4540

DIRECT FAX

(213) 621-5234

        TEL: (650) 470-4500

        FAX: (650) 470-4570

        www.skadden.com

    BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

        EMAIL ADDRESS

        Gregg.Noel@SKADDEN.COM

    PARIS

        SÃO PAULO

        SEOUL

        SHANGHAI

        SINGAPORE

        TOKYO

        TORONTO

February
22, 2021

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    RE:
    Waldencast
    Acquisition Corp.

    Draft
    Registration Statement on Form S-1

    Submitted
    January 22, 2021

    CIK
    No. 0001840199

Ladies
and Gentlemen:

This
letter sets forth the response of Waldencast Acquisition Corp. (the “Company”) to the comments of the
staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission
set forth in your letter dated February 19, 2021, with respect to the above referenced Draft Registration Statement on Form S-1
(the “Registration Statement”).

The
text of the Staff’s comments has been included in this letter for your convenience. For your convenience, we have also set
forth the Company’s response to each of the comments immediately below each comment.

The
Company has revised the Registration Statement in response to the Staff’s comments. The Company is concurrently filing an
amendment to the Registration Statement with this letter.

U.S. Securities and Exchange Commission

February 22, 2021

Page 2

Draft
Registration Statement on Form S-1 Submitted January 22, 2021

Principal
Shareholders, page 117

 1. Staff’s
                                         Comment: Please revise your tabular disclosure to include the beneficial ownership
                                         of your directors, officers, and directors and officers as a group. In your footnote
                                         disclosure, please clarify who or which entities exercise control over your sponsor.
                                         For example, we note your disclosure in footnote 3 that Messrs. Brousset, Dutra, and
                                         Souza participate in voting and investment decisions and your narrative disclosure that
                                         your sponsor has three members, Waldencast Ventures, Dynamo Master Fund and Burwell Mountain
                                         Trust. Consider whether disclosure should be provided regarding any indirect ownership
                                         interests of Messrs. Brousset, Dutra, and Souza in their individual disclosure.

Response: The Company acknowledges the
Staff's comment and has revised the Registration Statement accordingly on page 117 to (i) include the beneficial ownership of our
directors, officers, and directors and officers as a group and (ii) disclose that Waldencast Ventures, LP and Burwell Mountain
Trust, controlled by Michel Brousset and Felipe Dutra, respectively, and Dynamo Master Fund, participate in voting and investment
decisions of our sponsor. Dynamo Internacional Gestão de Recursos Ltda., a Brazilian limited company ("Dynamo International")
is the investment manager of Dynamo Master Fund. Each of Luiz Orenstein, Bruno Hermes da Fonseca Rudge and Luiz Felipe de Almeida
Campos participate in voting and investment decisions of Dynamo International. Other than Waldencast Long-Term Capital LLC, each
of the foregoing persons and entities disclaims beneficial ownership of the shares reported herein.

Index
to Financial Statements, page F-1

 2. Staff’s
                                         Comment: We note you have adopted a December 31 fiscal year end and that your
                                         audited results are as of January 12, 2021 and for the period from December 8, 2020 through
                                         January 12, 2021. Please tell us how you determined that it is appropriate to include
                                         results from different fiscal periods in your audited financial statements.

Response:
The Company was formed on December 8, 2020 and remained dormant through December 31, 2020. For the period from December 8,
2020 (inception) through December 31, 2020, there had been no activity since the formation of the entity and no equity shares
were issued. The Company commenced operations on January 12, 2021 when the founder shares were issued. Therefore, the balance
sheet date of January 12, 2021 is in compliance with Rule 8-02 of the Regulation S-X. The Company has revised relevant disclosures
on page F-7 of the Registration Statement accordingly.

Please
contact me at (650) 470-4540 should you require further information.

    Very
    truly yours,

    /s/
    Gregg Noel

Via E-mail:

    cc:
    Waldencast
    Acquisition Corp.

    Michel
    Brousset

    cc:
    Skadden,
    Arps, Slate, Meagher & Flom LLP

    Paul
    Schnell

    Michael
    J. Schwartz

United States securities and exchange commission logo
February 19, 2021
Michel Brousset
Chief Executive Officer
Waldencast Acquisition Corp.
10 Bank Street, Suite 560
White Plains, NY 10606
Re:Waldencast Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted January 22, 2021
CIK No. 0001840199
Dear Mr. Brousset:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted January 22, 2021
Principal Shareholders, page 117
1.Please revise your tabular disclosure to include the beneficial ownership of your directors,
officers, and directors and officers as a group.  In your footnote disclosure, please clarify
who or which entities exercise control over your sponsor.  For example, we note your
disclosure in footnote 3 that Messrs. Brousset, Dutra, and Souza participate in voting and
investment decisions and your narrative disclosure that your sponsor has three members,
Waldencast Ventures, Dynamo Master Fund and Burwell Mountain Trust.  Consider
whether disclosure should be provided regarding any indirect ownership interests of
Messrs. Brousset, Dutra, and Souza in their individual disclosure.

 FirstName LastNameMichel Brousset
 Comapany NameWaldencast Acquisition Corp.
 February 19, 2021 Page 2
 FirstName LastName
Michel Brousset
Waldencast Acquisition Corp.
February 19, 2021
Page 2
Index to Financial Statements, page F-1
2.We note you have adopted a December 31 fiscal year end and that your audited results are
as of January 12, 2021 and for the period from December 8, 2020 through January 12,
2021. Please tell us how you determined that it is appropriate to include results from
different fiscal periods in your audited financial statements.
            You may contact Aamira Chaudry at 202-551-3389 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Gregg A. Noel, Esq.