SCHEDULE: Zeno Equity Partners Reduces Waldencast plc Stake to 14.5% Following Investor Redemptions
Beneficial Ownership Update
Zeno Equity Partners and its affiliates have reduced their beneficial ownership in Waldencast plc to 14.5% of Class A ordinary shares by transferring over 4.4 million shares to satisfy investor redemption requests.
Summary
- Zeno Equity Partners LLP, Zeno Investment Master Fund, and Cristiano de Mesquita Souza (collectively, the Reporting Persons) have filed Amendment No. 4 to their Schedule 13D regarding Waldencast plc.
- The amendment updates the beneficial ownership of Class A ordinary shares held by the Reporting Persons.
- The Reporting Persons transferred 3,082,963 Class A ordinary shares at $2.45 per share and 1,355,088 Class A ordinary shares issuable upon exercise of private placement warrants at $0.097 per share.
- This transfer was conducted as a 'redemption in kind' to satisfy redemption requests from two investors in the Zeno Fund.
- The pricing of the transferred shares was based on Waldencast plc's closing price as of June 30, 2025, the redemption date.
- The transfer of shares was settled on July 29, 2025.
- Following these transactions, the Reporting Persons beneficially own an aggregate of 17,145,347 Class A ordinary shares.
- This aggregate amount represents 14.5% of Waldencast plc's Class A ordinary shares outstanding, calculated based on 113,055,721 shares outstanding as of July 25, 2025, plus 4,892,767 Class A ordinary shares issuable from private placement warrants held by Zeno Investment Master Fund.
Sentiment
Score: 5
Explanation: The filing is neutral for Waldencast plc. It reports a change in a significant shareholder's stake due to fund-specific redemptions, not due to a change in the Reporting Persons' view of the Issuer's fundamentals. While a reduction in a large stake could be perceived negatively, the stated reason is operational for the fund, not a direct negative assessment of the company.
Future Outlook
The filing does not provide any forward-looking statements or guidance from Waldencast plc or the Reporting Persons regarding the Issuer's future performance or strategic direction.
Industry Context
This filing primarily details a change in beneficial ownership by an investment fund due to internal fund operations (investor redemptions) and does not provide broader industry context or trends for Waldencast plc's business sector.
Stakeholder Impact
- Shareholders: The reduction in Zeno Equity Partners' stake means a shift in the shareholder base. While Zeno remains a significant holder, the decrease could be interpreted by some as a slight reduction in institutional support, though the reason is operational for the fund.
- Investors in Zeno Fund: Two investors received Waldencast plc shares as part of their redemption, indicating a direct impact on their portfolio composition.
Key Dates
| Date | Description |
|---|---|
| 2022-08-05 | Amendment No. 1 to Schedule 13D filed. |
| 2023-09-14 | Subscription Agreement signed by Zeno Investment Master Fund. |
| 2023-09-21 | Amendment to Schedule 13D filed. |
| 2023-12-01 | Amendment No. 1 to Schedule 13D filed. |
| 2024-02-09 | Initial Schedule 13D filed with the SEC and Joint Filing Agreement entered into by Reporting Persons. |
| 2025-06-30 | Redemption date and basis for pricing transferred shares. |
| 2025-07-25 | Date Issuer provided outstanding share count (113,055,721 shares) to Reporting Persons. |
| 2025-07-29 | Date of event requiring filing of this statement; transfer of shares settled. |
| 2025-07-30 | Date of signing of this Amendment No. 4. |
Keywords
Waldencast plc, Zeno Equity Partners, Zeno Investment Master Fund, Schedule 13D, Beneficial Ownership, Share Transfer, Redemption in Kind, Class A Ordinary Shares, SEC Filing, Investment Fund
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