SCHEDULE: FVF Participacoes Discloses Significant Waldencast Stake

FVF Participacoes Ltda., Annapurna Investment Fund Ltd., and Antonio Carlos de Freitas Valle have jointly disclosed a 6.1% beneficial ownership stake in Waldencast plc.

Summary

• FVF Participacoes Ltda., Annapurna Investment Fund Ltd., and Antonio Carlos de Freitas Valle have filed a Schedule 13G, reporting beneficial ownership in Waldencast plc's Class A ordinary shares.
• FVF Participacoes Ltda. beneficially owns 7,013,199 Class A ordinary shares, representing 6.1% of the class.
• Annapurna Investment Fund Ltd. and Antonio Carlos de Freitas Valle each beneficially own 7,013,119 Class A ordinary shares, also representing 6.1% of the class.
• The ownership is primarily through shared voting and shared dispositive power among the reporting persons.
• The reporting persons certified that the securities were not acquired and are not held for the purpose of changing or influencing control of Waldencast plc.
• The percentage of class is calculated based on 112,644,711 Class A ordinary shares outstanding as of April 30, 2025, plus 1,611,133 additional shares issuable upon the exercise of warrants.

Sentiment

Score: 6

Explanation: The disclosure of a significant beneficial ownership stake by institutional investors is generally a neutral to slightly positive signal, indicating investor interest without implying immediate operational changes or financial performance.

Positives

• The disclosure of a significant 6.1% stake by institutional and individual investors may signal confidence in Waldencast plc's future prospects.
• The filing explicitly states the stake is not for influencing control, which can reduce concerns about potential activist investor actions.

Management Comments

• "By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §§ 240.14a-11."
• "Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose."

Stakeholder Impact

• Shareholders: The disclosure of a significant stake by institutional investors could be viewed positively, signaling confidence in the company. It also clarifies that the stake is not for control, potentially reducing concerns about activist interventions.
• Management: Awareness of a significant shareholder group, even if passive, can influence management's strategic considerations.

Key Dates

Keywords

Waldencast plc, G9503X103, Class A ordinary shares, FVF Participacoes Ltda., Annapurna Investment Fund Ltd., Antonio Carlos de Freitas Valle, beneficial ownership, Schedule 13G, SEC filing, institutional investment