Waldencast Acquisition Corp.

Amendment No. 6, accession 0001140361-22-024645, was filed the previous day and states the same registered amounts and the same structure in the portion read, so nothing on the cover distinguishes the two beyond the amendment number and the date. The registered securities are Jersey-law securities of the continuing entity, not Cayman shares of the SPAC, and the target survives one level down under Holdco 2 rather than under the listed company directly.

This is a Cayman SPAC continuing into Jersey rather than into Delaware, so holders end up with securities of a Jersey plc, and the extraordinary general meeting approves the domestication as a separate act from the merger. The prospectus covers both ordinary shares and warrants of that continuing entity. A seventh amendment, accession 0001140361-22-024822, supersedes this version; the figures above are this document's own and are not carried across amendments.

The destination jurisdiction is the unusual feature: a Cayman SPAC continuing as a Jersey plc, with a chain of Jersey holding companies — Holdco 1 buying Milk and Holdco 2 holding the surviving Obagi entity — rather than the Delaware domestication that dominates this corpus. That changes the governing law for shareholder rights without changing the US listing. It is also a two-target combination executed through different instruments, a merger for Obagi and an equity purchase for Milk, so a single exchange ratio does not describe the consideration.

The domestication does not go to Delaware: Waldencast redomiciles as a Jersey public limited company, and the Obagi survivor sits beneath a Jersey holding company as well, so holders end up under Jersey company law rather than the Delaware General Corporation Law. Two transactions also travel together — the Obagi Merger and the Milk Transaction — so the vote is on a combined platform rather than on a single target, and what is registered is ordinary shares of a Jersey plc.

The registered amounts moved in opposite directions from the initial registration statement, accession 0001140361-22-005047 — the ordinary share count fell and the warrant count rose — so neither figure carried over unchanged and each version has to be read on its own terms. The structure did not move: two unrelated targets and a change of domicile in one registration statement, with the Obagi and Milk interests under Jersey holdcos and the Milk members retaining redeemable units in a Cayman limited partnership, exchangeable at Waldencast plc's option for shares or cash.

The two targets are priced separately — a pre-transaction equity value of $655.0 million for Obagi and $340.0 million for Milk — and only Obagi carries a cash test: the Obagi Cash Consideration must equal or exceed $327.5 million less any transaction expenses overage. Against that the trust holds approximately $345.0 million, and the no-redemption case also assumes 10,500,000 Class A ordinary shares sold to PIPE investors and 33,300,000 units sold to Burwell Mountain Trust, Dynamo Master Fund and Beauty Ventures LLC, comprising 33,300,000 Class A ordinary shares and 11,100,000 warrants.