瓦登卡斯特plc-a美股市盈说明书(2025-12-18版)

Up to 9,819,000 ClassA Ordinary Shares (for resale) This prospectus relates to the resale from time to time by certain of the selling holders named in thisprospectus and their pledgees, donees, transferees, assignees and successors (the “Selling Holders”) of up to9,819,000 ClassA ordinary shares (as defined below) of Waldencast plc (the “Company,” “we or “us”),consisting of: (i)3,273,000 ClassA ordinary shares issuable upon the achievement of the Phase1 ApprovalMilestone (as defined below); (ii)up to 3,273,000 ClassA ordinary shares issuable upon the achievement ofPhase1 Products First Sales Milestone (as defined below); and (iii)up to 3,273,000 ClassA ordinary sharesissuable upon the achievement of the Phase1 Products Second Sales Milestone (as defined below). TheContingent Share Consideration (as defined below) was acquired and is acquirable from us pursuant to theStock Purchase Agreement (as defined below), by and among Novaestiq Holding LLC, a Delaware limited This prospectus provides you with a general description of such ClassA ordinary shares and the generalmanner in which the Selling Holders may offer or sell the ClassA ordinary shares. More specific terms ofany ClassA ordinary shares that the Selling Holders may offer or sell may be provided in a prospectussupplement that describes, among other things, the specific amounts and prices of the ClassA ordinaryshares being offered and the terms of the offering. The prospectus supplement will also describe the specific We will not receive any proceeds from the sale of the ClassA ordinary shares by the Selling Holderspursuant to this prospectus as these were issued as consideration under the Stock Purchase Agreement. Wewill pay the expenses, other than underwriting discounts and commissions, associated with the sale of theClassA ordinary shares pursuant to this prospectus. Our registration of the ClassA ordinary shares covered You should read this prospectus and the applicable prospectus supplement as well as the documentsincorporated or deemed to be incorporated by reference in this prospectus carefully before you invest in our Our ClassA ordinary shares are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol“WALD.” On December3, 2025, the closing price of our ClassA ordinary shares was $2.45 per share. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE “RISK FACTORS” ON PAGE7OF THISPROSPECTUS. YOU SHOULD CAREFULLY CONSIDER THESE RISK FACTORS BEFORE INVESTING Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation The date of this prospectus is December 18, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC using a “shelf”registration process. Under this shelf registration process, the Selling Holders may, from time to time, offerand sell, as applicable, any of the ClassA ordinary shares described in this prospectus in one or moreofferings. The Selling Holders may use the shelf registration statement to offer and sell up to an aggregateof 9,819,000 ClassA ordinary shares from time to time through any means described in the section entitled A prospectus supplement may also add, update or change information included in this prospectus. Anystatement contained or incorporated by reference in this prospectus will be deemed to be modified orsuperseded for purposes of this prospectus to the extent that a statement contained in such prospectussupplement modifies or supersedes such statement. Any statement so modified will be deemed to constitutea part of this prospectus only as so modified, and any statement so superseded will be deemed not toconstitute a part of this prospectus. Before purchasing any of our ClassA ordinary shares, you should Neither we nor the Selling Holders have authorized anyone to provide any information or to make anyrepresentations other than those contained or incorporated by reference in this prospectus or anyaccompanying prospectus supplement we have prepared. We and the Selling Holders take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you.This prospectus is an offer to sell only the ClassA ordinary shares offered hereby and only undercircumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person isauthorized to give any information or to represent anything not contained in this prospectus or anyapplicable prospectus supplement. This prospectus is not an offer to sell securities, and it is not soliciting an This prospectus contains summaries of certain provisions contained in some of the documentsdescribed herein, but reference is made to the actual documents for complete information. All of thesummaries are qualified in their entirety by the actual documents. Copies of some