SEC Form SC 13G/A filed by Waldencast plc (Amendment)
$WALD
Package Goods/Cosmetics
Consumer Discretionary
240.13d-102 Schedule 13G - Information to be included in statements filed
pursuant to 240.13d-1(b), (c), and (d) and amendments thereto
filed pursuant to 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Name of Issuer)
Waldencast plc
(Title of Class of Securities)
Class A ordinary shares, $0.0001 par value per share (“Class A Shares”).
(CUSIP Number)
G9460C126
(Date of Event Which Requires Filing of this Statement)
December 31, 2022
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this
form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not beform with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
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).
|
CUSIP No. G9460C126
|
|
|
(1) Names of reporting persons Sharp Capital Gestora de Recursos Ltda.
|
|
|
(2) Check the appropriate box if a member of a group
|
(a)
|
|
(see instructions)
|
(b)X
|
|
(3) SEC use only
|
|
|
(4) Citizenship or place of organization Brazil
|
|
|
Number of shares beneficially owned by each reporting person with:
|
|
|
(5) Sole voting power 0
|
|
|
(6) Shared voting power 0 (see Item 4)
|
|
|
(7) Sole dispositive power 0
|
|
|
(8) Shared dispositive power 0 (see Item 4)
|
|
|
(9) Aggregate amount beneficially owned by each reporting person
0 (see Item 4)
|
|
|
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
|
|
|
(11) Percent of class represented by amount in Row (9) 0% (see Item 4)
|
|
|
(12) Type of reporting person (see instructions) CO
|
|
|
CUSIP No. G9460C126
|
|
|
(1) Names of reporting persons Ivan Guetta
|
|
|
(2) Check the appropriate box if a member of a group
|
(a)
|
|
(see instructions)
|
(b)X
|
|
(3) SEC use only
|
|
|
(4) Citizenship or place of organization United States
|
|
|
Number of shares beneficially owned by each reporting person with:
|
|
|
(5) Sole voting power 0
|
|
|
(6) Shared voting power 0 (see Item 4)
|
|
|
(7) Sole dispositive power 0
|
|
|
(8) Shared dispositive power 0 (see Item 4)
|
|
|
(9) Aggregate amount beneficially owned by each reporting person
0 (see Item 4)
|
|
|
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
|
|
|
(11) Percent of class represented by amount in Row (9) 0% (see Item 4)
|
|
|
(12) Type of reporting person (see instructions) HC
|
|
Item 1(a) Name of issuer:
Waldencast plc
Item 1(b) Address of issuer's principal executive offices:
10 Bank Street, Suite 560, White Plains, NY 10606
2(a) Name of person filing:
This statement is filed by: (i) Sharp Capital
Gestora de Recursos Ltda. (the “Investment
Manager”) with respect to Class A Shares of the Issuer held by certain investment funds it
manages; and (ii) Ivan Guetta (“Mr. Guetta”) with respect to Class A Shares owned by Sharp
Capital Gestora de Recursos Ltda.
Sharp Capital Gestora de Recursos Ltda. and Mr. Guetta have entered into a Joint Filing
Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1,
pursuant to which they have agreed to file this Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) of the Act.
Manager”) with respect to Class A Shares of the Issuer held by certain investment funds it
manages; and (ii) Ivan Guetta (“Mr. Guetta”) with respect to Class A Shares owned by Sharp
Capital Gestora de Recursos Ltda.
Sharp Capital Gestora de Recursos Ltda. and Mr. Guetta have entered into a Joint Filing
Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1,
pursuant to which they have agreed to file this Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) of the Act.
The Investment Manager acts as investment manager to, and exercises investment discretion
with respect to the Class A Shares owned by the Funds. Mr. Guetta serves as Chief Executive
Officer, Chief Investment Officer, director and control person of the Investment Manager. The
Investment Manager and Mr. Guetta are sometimes collectively referred to as the “Reporting
Persons.”
with respect to the Class A Shares owned by the Funds. Mr. Guetta serves as Chief Executive
Officer, Chief Investment Officer, director and control person of the Investment Manager. The
Investment Manager and Mr. Guetta are sometimes collectively referred to as the “Reporting
Persons.”
2(b) Address or principal business office or, if none, residence:
The principal business office for all Reporting Persons filing is:
Borges de Medeiros Avenue, Number 633, Office Number 202
Rio de Janeiro, 22430-041
2(c) Citizenship:
Sharp Capital Gestora de Recursos Ltda.
is a Brazil corporation Mr. Guetta is a citizen of Brazil.
2(d) Title of class of securities:
Class A Shares
2(e) CUSIP Number:
G9460C126
Item 3.
Not applicable
Item 4. Ownership
As of the close of business on December 31, 2022:
1. Sharp Capital Gestora de Recursos Ltda.
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
2. Ivan Guetta
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
The Investment Manager and Mr. Guetta may be deemed to beneficially own the Class A Shares
held by the Funds by virtue of the Investment Manager serving as the Funds’ investment
manager and Mr. Guetta serving as control person of the Investment Manager. The filing of this
Schedule 13G shall not be construed as an admission that either the Investment Manager or Mr.
Guetta is, for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended, the beneficial owner of Class A Shares, covered by this Schedule 13G.
held by the Funds by virtue of the Investment Manager serving as the Funds’ investment
manager and Mr. Guetta serving as control person of the Investment Manager. The filing of this
Schedule 13G shall not be construed as an admission that either the Investment Manager or Mr.
Guetta is, for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended, the beneficial owner of Class A Shares, covered by this Schedule 13G.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following [ x ].
Item 6. Ownership of More than 5 Percent on Behalf of
Another Person.
Not applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired
the Security Being Reporting on by the Parent Holding Company or Control
Person.
Not applicable
Item 8. Identification
and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications
By signing below I certify that, to the best of his/her knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
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.
Dated: February 6, 2023
SHARP CAPITAL GESTORA DE RECURSOS LTDA.
By: /s/ Ivan Guetta
Name: Ivan Guetta
Title: CIO/CEO
IVAN GUETTA
By: /s/ Ivan Guetta
Name: Ivan Guetta