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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0001213900-22-045398 0001840220 XXXXXXXX LIVE 2 Class A ordinary shares, par value $0.0001 per share 06/24/2026 false 0001840199 G9503X103 Waldencast plc 81 Fulham Rd. London X0 SW3 6RD Waldencast Long-Term Capital (917) 546-6828 c/o Waldencast plc 81 Fulham Road London X0 SW3 6RD Maxim Mayer-Cesiano, Esq. (212) 735-2297 Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York NY 10001 Y Beauty Ventures LLC OO N E9 0 0 0 0 0 N 0 OO The percentage in Row 13 of Class A ordinary shares, par value of $0.0001 per share ("Class A Shares") is based on 118,239,889 shares of Class A Shares outstanding as of February 27, 2026, as reported in the Current Report on Form 20-F filed by the Issuer on March 13, 2026. 0001840220 N Waldencast Long-Term Capital LLC OO N E9 0 0 0 0 0 N 0 OO The percentage in Row 13 of Class A Shares is based on 118,239,889 shares of Class A Shares outstanding as of February 27, 2026, as reported in the Current Report on Form 20-F filed by the Issuer on March 13, 2026. Class A ordinary shares, par value $0.0001 per share Waldencast plc 81 Fulham Rd. London X0 SW3 6RD Explanatory Note: The following constitutes Amendment No. 2 ("Amendment No. 2") to the initial statement on Schedule 13D, filed with the Securities and Exchange Commission on August 8, 2022, as amended on January 30, 2025 (the "Schedule 13D") by the undersigned. This Amendment No. 2 is being filed for the purpose of disclosing the disposition by the Reporting Persons of an aggregate of (i) 9,309,200 Class A Shares and (ii) 3,103,067 Private Placement Warrants completed pursuant to a winding up and liquidation of Beauty Ventures LLC. Capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings given to them in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended to add the following language: In connection with a winding up and liquidation of Beauty Ventures LLC, on June 24, 2026 the Reporting Persons effected the disposition of an aggregate of (i) 9,309,200 Class A Shares and (ii) 3,103,067 Private Placement Warrants to certain members of Beauty Ventures LLC in accordance with the LLC Agreement. Items 5(a)-(b) of the Schedule 13D are hereby amended and restated as follows: (a) - (b) Calculations of the percentage of Class A Shares beneficially owned is based on 118,239,889 Class A Shares outstanding as of February 27, 2026, as reported in the Current Report on Form 20-F filed by the Issuer on March 13, 2026. The aggregate number and percentage of the Class A Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 2 and are incorporated herein by reference. As of the date hereof, Beauty Ventures LLC directly holds 0 Class A Shares and 0 Private Placement Warrants. See Item 5(a) above. Except as set forth in this Amendment No. 2, the Reporting Persons have not effected any transactions in the Class A Shares during the past 60 days. No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Issuer's securities beneficially owned by the Reporting Persons. 6/24/2026. Beauty Ventures LLC /s/ Michel Brousset Michel Brousset, Founder/CEO 06/24/2026 Waldencast Long-Term Capital LLC /s/ Michel Brousset Michel Brousset, Founder/CEO 06/24/2026