The Beauty Health Co-A 2024年度报告

Washington, D.C. 20549 ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number001-39565 The Beauty Health Company (Exact name of registrant as specified in its charter) 85-1908962 (I.R.S. Employer Identification No.) (800)603-4996 (Registrant's telephone number, including area code) (Address of Principal Executive Offices, including zip code) Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock, par value $0.0001 per share TheNasdaqCapital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024, thelast business day of the registrant’s most recently completed second fiscal quarter, was approximately $156.1million. Solely for purposesof this disclosure, shares of Class A Common Stock held by executive officers and directors of the registrant as of such date have beenexcluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is notnecessarily a conclusive determination for any other purposes. As of March10, 2025, there were125,245,176shares of Class A Common Stock, par value $0.0001 per share issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement to be delivered to its stockholders in connection with the registrant’s 2025Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Theregistrant’s definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of thefiscal year covered by this Annual Report on Form 10-K. THE BEAUTY HEALTH COMPANYFORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024TABLE OF CONTENTS PagePART I7Item 1.Business7Item 1A.Risk Factors31Item 1B.Unresolved Staff Comments71Item 1C.Cybersecurity71Item 2.Properties72Item 3.Legal Proceedings72Item 4.Mine Safety Disclosures72PART II73Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities73Item 6.[Reserved]74I