Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Waldencast plc (Name of Issuer) |
Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) |
G9503X103 (CUSIP Number) |
Theodoro Messa 272 Kings Road, 3rd Floor, College House London, X0, SW3 5AW 44 207 349 3510 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/29/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G9503X103 |
| 1 |
Name of reporting person
Zeno Equity Partners LLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,145,347.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Item 8 - Represents the aggregate number of Class A ordinary shares beneficially owned by the Reporting Person, which are held indirectly through Zeno Investment Master Fund, which directly holds the Class A ordinary shares reported herein, as giving effect to the following, only for the purpose of computing the beneficial ownership of the Reporting Person: (i) Class A ordinary shares; (ii) Class A ordinary shares issuable upon the exercise of the private placement warrants; and (iii) Class A ordinary shares issuable upon the exercise of redeemable warrant. Item 11 - Represents the quotient obtained by dividing (a) the number of Class A ordinary shares beneficially owned by the Reporting Person as set forth in Item 11 by the 113,055,721 shares of Class A ordinary shares outstanding, as provided to the Reporting Persons by the Issuer on July 25, 2025, and an additional 4,892,767 Class A ordinary shares issuable upon exercise of private placement warrants held by Zeno Investment Master Fund.
SCHEDULE 13D
|
| CUSIP No. | G9503X103 |
| 1 |
Name
of reporting person
Zeno Investment Master Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,145,347.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Item 8 - Represents the aggregate number of Class A ordinary shares held by the Reporting Person, as giving effect to the following, only for the purpose of computing the beneficial ownership of the Reporting Person: (i) Class A ordinary shares; (ii) Class A ordinary shares issuable upon the exercise of the private placement warrants; (iii) Class A ordinary shares issuable upon the exercise of redeemable warrant; and (iv) Class A ordinary shares subscribed by Zeno Investment Master Fund pursuant to the Subscription Agreement signed on September 14, 2023. Item 11 - Represents the quotient obtained by dividing (a) the number of Class A ordinary shares beneficially owned by the Reporting Person as set forth in Item 11 by the 113,055,721 shares of Class A ordinary shares outstanding, as provided to the Reporting Persons by the Issuer on July 25, 2025, and an additional 4,892,767 Class A ordinary shares issuable upon exercise of private placement warrants held by Zeno Investment Master Fund.
SCHEDULE 13D
|
| CUSIP No. | G9503X103 |
| 1 |
Name of reporting person
Souza Cristiano | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,145,347.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Item 8 - Represents the aggregate number of Class A ordinary shares beneficially owned by the Reporting Person, which are held indirectly through Zeno Investment Master Fund, which directly holds the Class A ordinary shares reported herein, as giving effect to the following, only for the purpose of computing the beneficial ownership of the Reporting Person: (i) Class A ordinary shares; (ii) Class A ordinary shares issuable upon the exercise of the private placement warrants; and (iii) Class A ordinary shares issuable upon the exercise of redeemable warrant Item 11 - Represents the quotient obtained by dividing (a) the number of Class A ordinary shares beneficially owned by the Reporting Person as set forth in Item 11 by the 113,055,721 shares of Class A ordinary shares outstanding, as provided to the Reporting Persons by the Issuer on July 25, 2025, and an additional 4,892,767 Class A ordinary shares issuable upon exercise of private placement warrants held by Zeno Investment Master Fund.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, $0.0001 par value per share | |
| (b) | Name of Issuer:
Waldencast plc | |
| (c) | Address of Issuer's Principal Executive Offices:
81 FULHAM ROAD, LONDON,
UNITED KINGDOM
, SW3 6RD. | |
Item 1 Comment:
This Amendment No. 4 (Amendment No. 4) amends and supplements theSchedule 13D filed with the Securities and Exchange Commission (the SEC) on February 9, 2024, as amended on August 5, 2022, (Amendment No. 1), as amended on September 21, 2023, as amended on December 1, 2023 (Amendment No. 1), relating to Class A ordinary shares, $0.0001 par value per share (the Class A ordinary shares), of Waldencast plc, a public limited company under the laws of Jersey (the Issuer) (as so amended, the Schedule 13(D). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 4 is being filed to update the current outstanding shares held by the Reporting Persons of the Issuer. The principal executive office of the Issuer is 10 Bank Street, Suite 560, White Plains, does not New York 10606. Except as specifically provided herein, this Amendment No. 4 modify or amend any of the information previously reported in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed jointly by: (i) Zeno Investment Master Fund, a Cayman Island limited company (Zeno Fund); (ii) Zeno Equity Partners LLP, a United Kingdom limited liability partnership (Zeno Equity Partners), and (iii) Cristiano de Mesquita Souza, a Brazilian citizen (collectively, the Reporting Persons). Zeno Equity Partners is the investment manager of Zeno Fund, the record holder of the Issuer securities reported herein. Mr. Souza is the controlling shareholder of Zeno Equity Partners. | |
| (b) | The principal office and business address of each of the Reporting Persons is 272 Kings Road, College House 3rd floor, London SW3 5AW. | |
| (c) | Zeno Fund and Zeno Equity Partners are principally engaged in the business of investments in securities. The principal occupation of Mr. Souza is serving as the managing partner of Zeno Equity Partners. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Directors of Zeno Fund: Angilynn Baraud Citizenship: Caymanian Business Address: 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands Present Principal Occupation: Director James Macfee Citizenship: Caymanian Business Address: 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Present Principal Occupation: Director Executive Officers of Zeno Equity Partners: Cristiano de Mesquita Souza Citizenship: Brazilian Business Address: 272 Kings Road, College House 3rd floor, London SW3 5AW. Present Principal Occupation: Executive Officer Giovanni Rivano Citizenship: Italian Business Address: 272 Kings Road, College House 3rd floor, London SW3 5AW Present Principal Not Occupation: Executive Officer Theodoro Arthur da Costa Messa Citizenship: Brazilian Business Address: 272 Kings Road, College House 3rd floor, London SW3 5AW Present Principal Occupation: Executive Officer | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Not Applicable | ||
| Item 4. | Purpose of Transaction | |
To satisfy a redemption request from two investors in the Zeno Fund, the Reporting Parties elected to satisfy the requests by proceeding with a redemption in kind of the Issuer's securities to satisfy the redemption requests. The Reporting Parties therefore, transferred 3,082,963 Class A ordinary shares priced at 2.45 per share and 1,355,088 Class A ordinary shares issuable upon exercise of private placement warrants priced at 0.097 per share held by the Zeno Fund. The price of the transferred shares were based on the closing price of the Issuer as of June 30, 2025, the redemption date. The transfer of the shares was settled on July 29, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the c
over pages to this Schedule 13D is incorporated herein by reference | |
| (b) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. | |
| (c) | To satisfy a redemption request from two investors in the Zeno Fund, the Reporting Parties elected to satisfy the requests by proceeding with a redemption in kind of the Issuer's securities to satisfy the redemption requests. The Reporting Parties therefore, transferred 3,082,963 Class A ordinary shares priced at 2.45 per share and 1,355,088 Class A ordinary shares issuable upon exercise of private placement warrants priced at 0.097 per share held by the Zeno Fund. The price of the transferred shares were based on the closing price of the Issuer as of June 30, 2025, the redemption date. The transfer of the shares was settled on July 29, 2025. | |
| (d) | To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by the Reporting Persons. | |
| (e) | Not Applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Exhibit 1 - On February 9, 2024, the Reporting Persons entered into a certain Joint Filing Agreement. A copy of the Joint Filing Agreement is attached as Exhibit I hereto and incorporated herein by reference | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Joint Filing Agreement among the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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