Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Waldencast plc (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G9503X103 (CUSIP Number) |
08/15/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G9503X103 |
| 1 | Names of Reporting Persons
FVF PARTICIPACOES LTDA. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BRAZIL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,013,199.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | G9503X103 |
| 1 | Names of Reporting Persons
ANNAPURNA INVESTMENT FUND LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BAHAMAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,013,119.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | G9503X103 |
| 1 | Names of Reporting Persons
ANTONIO CARLOS DE FREITAS VALLE | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,013,119.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Waldencast plc | |
| (b) | Address of issuer's principal executive offices:
81 Fulham Road, London, SW3 6RD, United Kingdom | |
| Item 2. | ||
| (a) | Name of person filing:
FVF Participacoes Ltda. Annapurna Investment Fund Ltd. Antonio Carlos de Freitas Valle | |
| (b) | Address or principal business office or, if none, residence:
FVF Participacoes Ltda. Avenida Brigadeiro Faria Lima n 2.277, conj. 1601 Sao Paulo, Brazil, CEP 01452-000 Annapurna Investment Fund Ltd. The Bahamas Financial Centre, 4th Floor Shirley & Charlotte Streets P.O. Box CB-13515 Nassau, The Bahamas Antonio Carlos de Freitas Valle Avenida Brigadeiro Faria Lima n 2.277, conj. 1601 Sao Paulo, Brazil, CEP 01452-000 | |
| (c) | Citizenship:
FVF Participacoes Ltda. - Brazil Annapurna Investment Fund Ltd. - Bahamas Antonio Carlos de Freitas Valle - Brazil | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G9503X103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
FVF Participacoes Ltda. - 7,013,199 Annapurna Investment Fund Ltd. - 7,013,119 Antonio Carlos de Freitas Valle - 7,013,119 | |
| (b) | Percent of class:
FVF Participacoes Ltda. - 6.1%* Annapurna Investment Fund Ltd. - 6.1%* Antonio Carlos de Freitas Valle - 6.1%* %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
FVF Participacoes Ltda. - 0 Annapurna Investment Fund Ltd. - 0 Antonio Carlos de Freitas Valle - 0 | ||
| (ii) Shared power to vote or to direct the vote:
FVF Participacoes Ltda. - 7,013,199 Annapurna Investment Fund Ltd. - 7,013,119 Antonio Carlos de Freitas Valle - 7,013,119 | ||
| (iii) Sole power to dispose or to direct the disposition of:
FVF Participacoes Ltda. - 0 Annapurna Investment Fund Ltd. - 0 Antonio Carlos de Freitas Valle - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
FVF Participacoes Ltda. - 7,013,199 Annapurna Investment Fund Ltd. - 7,013,119 Antonio Carlos de Freitas Valle - 7,013,119 * Percent of class is calculated based on an aggregate of (i) 112,644,711 shares of Class A ordinary shares, par value $0.0001 per share ("Common Stock") outstanding as of April 30, 2025, as reported in the Issuer's Form 6-K filed on May 13, 2025 and (ii) 1,611,133 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating its respective beneficial ownership. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of FVF Participacoes Ltda. None of those advisory clients, other than Annapurna Investment Fund Ltd., may be deemed to beneficially own more than 5% of the Class A ordinary shares, par value $0.0001 per share. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * 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. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
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Exhibit A - Joint Filing Agreement |