[SCHEDULE 13D/A] Waldencast plc Warrant SEC Filing

Rhea-AI Filing Summary

Form 4 filing — MNTN, Inc. (Ticker: MNTN)

Director Phalachandra Bhat reported receiving 15,174 Class A restricted stock units (RSUs) on 29-Jul-2025. The award was granted at $0 cost; each RSU converts into one share upon vesting. The grant vests 1/12 on every quarterly anniversary of 21-May-2025, reaching full vesting after three years, assuming continued board service. Following this initial award, the director now beneficially owns 15,174 shares directly.

No open-market purchases, sales, or derivative exercises were disclosed, indicating the filing reflects routine equity compensation rather than an active trading decision. No financial metrics or guidance were provided.

Insights

Securities Analyst

TL;DR: Routine RSU grant; minimal market impact.

The filing documents an inaugural RSU award to new director Phalachandra Bhat. Because the 15,174-share grant is compensation at $0 and not an open-market buy, it offers limited insight into management’s valuation view. It does, however, align the director’s incentives with shareholders over a three-year horizon. Absent additional insider accumulation or sales, the disclosure is best viewed as non-material.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Waldencast plc

(Name of Issuer)

Class A ordinary shares, $0.0001 par value per share

(Title of Class of Securities)

G9503X103

(CUSIP Number)

Theodoro Messa
272 Kings Road, 3rd Floor, College House
London, X0, SW3 5AW
44 207 349 3510

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/29/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).

SCHEDULE 13D

CUSIP No. G9503X103

1

Name of reporting person

Zeno Equity Partners LLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,145,347.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,145,347.00

11

Aggregate amount beneficially owned by each reporting person

17,145,347.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Item 8 - Represents the aggregate number of Class A ordinary shares beneficially owned by the Reporting Person, which are held indirectly through Zeno Investment Master Fund, which directly holds the Class A ordinary shares reported herein, as giving effect to the following, only for the purpose of computing the beneficial ownership of the Reporting Person: (i) Class A ordinary shares; (ii) Class A ordinary shares issuable upon the exercise of the private placement warrants; and (iii) Class A ordinary shares issuable upon the exercise of redeemable warrant. Item 11 - Represents the quotient obtained by dividing (a) the number of Class A ordinary shares beneficially owned by the Reporting Person as set forth in Item 11 by the 113,055,721 shares of Class A ordinary shares outstanding, as provided to the Reporting Persons by the Issuer on July 25, 2025, and an additional 4,892,767 Class A ordinary shares issuable upon exercise of private placement warrants held by Zeno Investment Master Fund.

SCHEDULE 13D

CUSIP No. G9503X103

1

Name of reporting person

Zeno Investment Master Fund

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,145,347.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,145,347.00

11

Aggregate amount beneficially owned by each reporting person

17,145,347.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Item 8 - Represents the aggregate number of Class A ordinary shares held by the Reporting Person, as giving effect to the following, only for the purpose of computing the beneficial ownership of the Reporting Person: (i) Class A ordinary shares; (ii) Class A ordinary shares issuable upon the exercise of the private placement warrants; (iii) Class A ordinary shares issuable upon the exercise of redeemable warrant; and (iv) Class A ordinary shares subscribed by Zeno Investment Master Fund pursuant to the Subscription Agreement signed on September 14, 2023. Item 11 - Represents the quotient obtained by dividing (a) the number of Class A ordinary shares beneficially owned by the Reporting Person as set forth in Item 11 by the 113,055,721 shares of Class A ordinary shares outstanding, as provided to the Reporting Persons by the Issuer on July 25, 2025, and an additional 4,892,767 Class A ordinary shares issuable upon exercise of private placement warrants held by Zeno Investment Master Fund.

SCHEDULE 13D

CUSIP No. G9503X103

1

Name of reporting person

Souza Cristiano

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRAZIL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,145,347.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,154,347.00

11

Aggregate amount beneficially owned by each reporting person

17,145,347.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Item 8 - Represents the aggregate number of Class A ordinary shares beneficially owned by the Reporting Person, which are held indirectly through Zeno Investment Master Fund, which directly holds the Class A ordinary shares reported herein, as giving effect to the following, only for the purpose of computing the beneficial ownership of the Reporting Person: (i) Class A ordinary shares; (ii) Class A ordinary shares issuable upon the exercise of the private placement warrants; and (iii) Class A ordinary shares issuable upon the exercise of redeemable warrant Item 11 - Represents the quotient obtained by dividing (a) the number of Class A ordinary shares beneficially owned by the Reporting Person as set forth in Item 11 by the 113,055,721 shares of Class A ordinary shares outstanding, as provided to the Reporting Persons by the Issuer on July 25, 2025, and an additional 4,892,767 Class A ordinary shares issuable upon exercise of private placement warrants held by Zeno Investment Master Fund.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, $0.0001 par value per share
(b)	Name of Issuer: Waldencast plc
(c)	Address of Issuer's Principal Executive Offices: 81 FULHAM ROAD, LONDON, UNITED KINGDOM , SW3 6RD.
Item 1 Comment: This Amendment No. 4 (Amendment No. 4) amends and supplements theSchedule 13D filed with the Securities and Exchange Commission (the SEC) on February 9, 2024, as amended on August 5, 2022, (Amendment No. 1), as amended on September 21, 2023, as amended on December 1, 2023 (Amendment No. 1), relating to Class A ordinary shares, $0.0001 par value per share (the Class A ordinary shares), of Waldencast plc, a public limited company under the laws of Jersey (the Issuer) (as so amended, the Schedule 13(D). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 4 is being filed to update the current outstanding shares held by the Reporting Persons of the Issuer. The principal executive office of the Issuer is 10 Bank Street, Suite 560, White Plains, does not New York 10606. Except as specifically provided herein, this Amendment No. 4 modify or amend any of the information previously reported in the Schedule 13D.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed jointly by: (i) Zeno Investment Master Fund, a Cayman Island limited company (Zeno Fund); (ii) Zeno Equity Partners LLP, a United Kingdom limited liability partnership (Zeno Equity Partners), and (iii) Cristiano de Mesquita Souza, a Brazilian citizen (collectively, the Reporting Persons). Zeno Equity Partners is the investment manager of Zeno Fund, the record holder of the Issuer securities reported herein. Mr. Souza is the controlling shareholder of Zeno Equity Partners.
(b)	The principal office and business address of each of the Reporting Persons is 272 Kings Road, College House 3rd floor, London SW3 5AW.
(c)	Zeno Fund and Zeno Equity Partners are principally engaged in the business of investments in securities. The principal occupation of Mr. Souza is serving as the managing partner of Zeno Equity Partners.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Directors of Zeno Fund: Angilynn Baraud Citizenship: Caymanian Business Address: 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands Present Principal Occupation: Director James Macfee Citizenship: Caymanian Business Address: 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Present Principal Occupation: Director Executive Officers of Zeno Equity Partners: Cristiano de Mesquita Souza Citizenship: Brazilian Business Address: 272 Kings Road, College House 3rd floor, London SW3 5AW. Present Principal Occupation: Executive Officer Giovanni Rivano Citizenship: Italian Business Address: 272 Kings Road, College House 3rd floor, London SW3 5AW Present Principal Not Occupation: Executive Officer Theodoro Arthur da Costa Messa Citizenship: Brazilian Business Address: 272 Kings Road, College House 3rd floor, London SW3 5AW Present Principal Occupation: Executive Officer
Item 3.	Source and Amount of Funds or Other Consideration
	Not Applicable
Item 4.	Purpose of Transaction
	To satisfy a redemption request from two investors in the Zeno Fund, the Reporting Parties elected to satisfy the requests by proceeding with a redemption in kind of the Issuer's securities to satisfy the redemption requests. The Reporting Parties therefore, transferred 3,082,963 Class A ordinary shares priced at 2.45 per share and 1,355,088 Class A ordinary shares issuable upon exercise of private placement warrants priced at 0.097 per share held by the Zeno Fund. The price of the transferred shares were based on the closing price of the Issuer as of June 30, 2025, the redemption date. The transfer of the shares was settled on July 29, 2025.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages to this Schedule 13D is incorporated herein by reference
(b)	The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
(c)	To satisfy a redemption request from two investors in the Zeno Fund, the Reporting Parties elected to satisfy the requests by proceeding with a redemption in kind of the Issuer's securities to satisfy the redemption requests. The Reporting Parties therefore, transferred 3,082,963 Class A ordinary shares priced at 2.45 per share and 1,355,088 Class A ordinary shares issuable upon exercise of private placement warrants priced at 0.097 per share held by the Zeno Fund. The price of the transferred shares were based on the closing price of the Issuer as of June 30, 2025, the redemption date. The transfer of the shares was settled on July 29, 2025.
(d)	To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by the Reporting Persons.
(e)	Not Applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Exhibit 1 - On February 9, 2024, the Reporting Persons entered into a certain Joint Filing Agreement. A copy of the Joint Filing Agreement is attached as Exhibit I hereto and incorporated herein by reference
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Joint Filing Agreement among the Reporting Persons.

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.

Zeno Equity Partners LLP

Signature:	/s/ Theodoro Arthur da Costa Messa
Name/Title:	Theodoro Arthur da Costa Messa - Executive Officer
Date:	07/30/2025

Zeno Investment Master Fund

Signature:	/s/ Theodoro Arthur da Costa Messa
Name/Title:	Theodoro Arthur da Costa Messa - Executive Director
Date:	07/30/2025

Souza Cristiano

Signature:	/s/ Souza Cristiano
Name/Title:	Souza Cristiano - Executive Director
Date:	07/30/2025