Waldencast plc — Major Shareholding Notification 2021

Mar 24, 2021

SC 13G 1 s41768841a.htm SCHEDULE 13G Licensed to: asdf Document created using EDGARfilings PROfile 7.2.0.0 Copyright 1995 - 2021 Broadridge PROfilePageNumberReset%Num%1%%%

240.13d-102 Schedule 13G - Information to be included in statements filed

pursuant to 240.13d-1(b), (c), and (d) and amendments thereto

filed pursuant to 240.13d-2.

Securities and Exchange Commission, Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Name of Issuer)

Waldencast Acquisition Corp.

(Title of Class of Securities)

Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, $10 Per Unit

(CUSIP Number)

G9460C126

(Date of Event Which Requires Filing of this Statement)

March 16, 2021

Check the appropriate box to designate the rule pursuant to which this

Schedule is filed:

[ ] Rule 13d-1(b)

[ x ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing

on this form with respect to the subject class of securities, and for any subsequent

amendment containing information which would alter the disclosures provided in

a prior cover page.

The information required in the remainder of this cover page shall not be

deemed to be “filed” for the purpose of Section 18 of the Securities Exchange

Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the

Act but shall be subject to all other provisions of the Act (however, see

the Notes).

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CUSIP No. G9460C126
(1) Names of reporting persons Sharp Capital Gestora de Recursos Ltda.
(2) Check the appropriate box if a member of a group	(a)
(see instructions)	(b)X
(3) SEC use only
(4) Citizenship or place of organization Brazil
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 0
(6) Shared voting power 2,497,500 (see Item 4)
(7) Sole dispositive power 0
(8) Shared dispositive power 2,497,500 (see Item 4)
(9) Aggregate amount beneficially owned by each reporting person 2,497,500 (see Item 4)
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9) 7.23% (see Item 4)
(12) Type of reporting person (see instructions) CO

(1) The percentage set forth in Row 11 is based on the 34,500,000 units (as defined herein) reported to be outstanding in the Current Report on Form 8-K filed by the Issuer (as defined herein) on March 18, 2021.

2

CUSIP No. G9460C126
(1) Names of reporting persons Ivan Guetta
(2) Check the appropriate box if a member of a group	(a)
(see instructions)	(b)X
(3) SEC use only
(4) Citizenship or place of organization Brazil
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 0
(6) Shared voting power 2,497,500 (see Item 4)
(7) Sole dispositive power 0
(8) Shared dispositive power 2,497,500 (see Item 4)
(9) Aggregate amount beneficially owned by each reporting person 2,497,500 (see Item 4)
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9) 7.23% (see Item 4)
(12) Type of reporting person (see instructions) HC

(1) The percentage set forth in Row 11 is based on the 34,500,000 units reported to be outstanding in the Current Report on Form 8-K filed by the Issuer on March 18, 2021.

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Item 1(a) Name of issuer:

Waldencast Acquisition Corp.

Item 1(b) Address of issuer's principal executive offices:

10 Bank Street, Suite 560, White Plains, NY 10606

2(a) Name of person filing:

This statement is filed by: (i) Sharp Capital Gestora de Recursos Ltda. (the “Investment

Manager”) with respect to Units, each consisting of one Class A ordinary share and one-third

of one redeemable warrant, $10 Per Unit (“Units”), of the Issuer held by certain investment

funds it manages; and (ii) Ivan Guetta (“Mr. Guetta”) with respect to Units beneficially owned

by Sharp Capital Gestora de Recursos Ltda.

Sharp Capital Gestora de Recursos Ltda. and Mr. Guetta have entered into a Joint Filing

Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1,

pursuant to which they have agreed to file this Schedule 13G jointly in

accordance with the provisions of Rule 13d-1(k) of the Act.

The Investment Manager acts as investment manager to, and exercises investment discretion

with respect to the Units, each consisting of one Class A ordinary share and one-third of one

redeemable warrant owned by the Funds. Mr. Guetta serves as Chief Executive Officer, Chief

Investment Officer, director and control person of the Investment Manager. The Investment

Manager and Mr. Guetta are sometimes collectively referred to as the “Reporting Persons.”

2(b) Address or principal business office or, if none, residence:

The principal business office for all Reporting Persons filing is:

Borges de Medeiros Avenue, Number 633, Office Number 202

Rio de Janeiro, 22430-041

Brazil

2(c) Citizenship:

Sharp Capital Gestora de Recursos Ltda. is a Brazil corporation. Mr. Guetta is a citizen of Brazil.

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2(d) Title of class of securities:

Units, each consisting of one Class A ordinary share and one-third of one redeemable

warrant, $10 Per Unit

2(e) CUSIP Number:

G9460C126

Item 3.

Not applicable

Item 4. Ownership

As of the close of business on March 18, 2021:

1. Sharp Capital Gestora de Recursos Ltda.

(a) Amount beneficially owned: 2,497,500

(b) Percent of class: 7.23% calculated based on the 34,500,000 units reported to be outstanding

in the Current Report on Form 8-K filed by the Issuer on March 18, 2021

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,497,500

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,497,500

1. Ivan Guetta

(a) Amount beneficially owned: 2,497,500

(b) Percent of class: 7.23% calculated based on the 34,500,000 units reported to be outstanding in the

Current Report on Form 8-K filed by the Issuer on March 18, 2021

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,497,500

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,497,500

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The Investment Manager and Mr. Guetta may be deemed to beneficially own the Units, each

consisting of one Class A ordinary share and one-third of one redeemable warrant held by the

Funds by virtue of the Investment Manager serving as the Funds’ investment manager and

Mr. Guetta serving as control person of the Investment Manager. The filing of this Schedule 13G

shall not be construed as an admission that either the Investment Manager or Mr. Guetta is, for

purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the

beneficial owner of any Units, each consisting of one Class A ordinary share and one-third of

one redeemable warrant covered by this Schedule 13G.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof

the reporting person has ceased to be the beneficial owner of more than

5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired

the Security Being Reporting on by the Parent Holding Company or Control

Person.

Not applicable

Item 8. Identification and Classification of Members of the Group

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certifications

By signing below I certify that, to the best of his/her 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.

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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.

Dated: March 24, 2021

SHARP CAPITAL GESTORA DE RECURSOS LTDA.

By: /s/ Ivan Guetta

Name: Ivan Guetta

Title: CIO/CEO

IVAN GUETTA

By: /s/ Ivan Guetta

Name: Ivan Guetta