Capricorn Fund Managers discloses 15.2% stake in Beauty Health (NASDAQ: SKIN)

Rhea-AI Filing Summary

Capricorn Fund Managers Limited, a UK-based investment firm, has filed a Schedule 13G reporting beneficial ownership of 19,404,192 Class A ordinary shares of Beauty Health Co, representing 15.2% of the class. Capricorn has sole power to vote these shares but no power to dispose of them. The firm states the position was acquired and is held in the ordinary course of business and not to change or influence control of Beauty Health. Capricorn also notes it is a foreign investment adviser registered and regulated with the UK Financial Conduct Authority.

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Accepted by SEC EDGAR 02/05/2026 - 07:00 AM Learn about SEC filing dates

FAQ

What ownership stake in SKIN did Capricorn Fund Managers report?

Capricorn Fund Managers reported beneficial ownership of 19,404,192 Class A ordinary shares of Beauty Health Co, representing 15.2% of the outstanding class. This stake gives Capricorn significant voting power in shareholder matters for the company.

What voting and dispositive powers does Capricorn have over SKIN shares?

Capricorn Fund Managers reports sole power to vote or direct the vote for 19,404,192 Beauty Health Co shares and no shared voting power. It also reports no sole or shared power to dispose of, or direct the disposition of, any of these shares.

Why did Capricorn Fund Managers file a Schedule 13G for SKIN?

Capricorn Fund Managers filed a Schedule 13G because its beneficial ownership in Beauty Health Co exceeded 5% of the class. It certifies the shares were acquired and are held in the ordinary course of business and not for changing or influencing control of the issuer.

What percentage of SKIN’s Class A shares does Capricorn hold?

Capricorn Fund Managers reports holding 15.2% of Beauty Health Co’s Class A ordinary shares. This percentage is based on 19,404,192 shares beneficially owned, giving Capricorn a sizeable minority interest in the company’s equity and shareholder voting outcomes.

How is Capricorn Fund Managers regulated as it relates to this SKIN holding?

Capricorn Fund Managers certifies that it is a foreign investment adviser registered and regulated with the UK Financial Conduct Authority. It states the foreign regulatory scheme is substantially comparable to that of equivalent U.S. institutions for purposes of this beneficial ownership disclosure.

Does Capricorn intend to influence control of Beauty Health Co (SKIN)?

Capricorn Fund Managers states the securities were acquired and are held in the ordinary course of business. It certifies they were not acquired and are not held to change or influence control of Beauty Health Co, consistent with a passive Schedule 13G filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Beauty Health Co

(Name of Issuer)

Ordinary Shares - Class A

(Title of Class of Securities)

88331L108

(CUSIP Number)

01/30/2026

(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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 88331L108

1

Names of Reporting Persons

Capricorn Fund Managers 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

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 19,404,192.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,404,192.00

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)

15.2 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Beauty Health Co
(b)	Address of issuer's principal executive offices: 2165 SPRING STREET, LONG BEACH, CALIFORNIA, 90806.
Item 2.
(a)	Name of person filing: Capricorn Fund Managers Limited
(b)	Address or principal business office or, if none, residence: Malta House, 36-38 Piccadilly, London, W1J 0DP
(c)	Citizenship: United Kingdom
(d)	Title of class of securities: Ordinary Shares - Class A
(e)	CUSIP No.: 88331L108
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);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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: 19404192
(b)	Percent of class: 15.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 19404192
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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 Reported 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 my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Foreign investment advisor - registered & regulated with the FCA is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

Capricorn Fund Managers Ltd

Signature:	Parth R Karia
Name/Title:	Head of Risk - Capricorn Fund Managers Limited
Date:	02/05/2026