Fitpart Amends 13G: 4.4% Stake in Waldencast (5.01M Shares)

Rhea-AI Filing Summary

Fitpart Fund Administration Services Ltd. reported beneficial ownership of 5,006,511 Class A ordinary shares of Waldencast plc, representing 4.4% of the class based on 112,026,440 outstanding shares plus 1,555,534 warrants deemed outstanding.

The filing states those shares are directly owned by advisory clients of Fitpart and that no single advisory client is known to beneficially own more than 5% of the Class A shares. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest, and certifies the holdings were not acquired to influence control of the issuer.

Insights

Financial Analyst

TL;DR: A disclosed 4.4% stake is material enough to be noted but does not indicate control or a >5% holder.

Fitpart's Schedule 13G amendment shows 5,006,511 shares with shared voting and dispositive power, equal to 4.4% of Class A on the specified basis. The filing relies on Waldencast's Form 20-F outstanding share data and includes warrants deemed outstanding for percentage calculation. The reporting person explicitly states the securities are held for advisory clients and disclaims beneficial ownership beyond pecuniary interest, consistent with passive investor reporting under Rule 13d-1(b).

Corporate Governance Expert

TL;DR: Disclosure is standard and indicates passive advisory holdings rather than an active blockholder seeking control.

The amendment confirms shared voting power and shared dispositive power over 5,006,511 shares, but notes no single advisory client exceeds 5% beneficial ownership. The certification affirms the holdings were not acquired to influence control. From a governance perspective, this filing documents meaningful collective influence without signaling an attempt to change board control or corporate strategy.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G9503X103

1

Names of Reporting Persons

Fitpart Fund Administration Services 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:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,006,511.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,006,511.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,006,511.00

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)

4.4 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

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: Fitpart Fund Administration Services Ltd.
(b)	Address or principal business office or, if none, residence: Fitpart Fund Administration Services Ltd. The Bahamas Financial Centre, 4th Floor Shirley & Charlotte Streets P.O. Box CB-13515 Nassau, The Bahamas
(c)	Citizenship: Fitpart Fund Administration Services Ltd. - Bahamas
(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);
(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: Fitpart Fund Administration Services Ltd.- 5,006,511
(b)	Percent of class: Fitpart Fund Administration Services Ltd. - 4.4%*
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Fitpart Fund Administration Services Ltd. - 0
	(ii) Shared power to vote or to direct the vote: Fitpart Fund Administration Services Ltd. - 5,006,511
	(iii) Sole power to dispose or to direct the disposition of: Fitpart Fund Administration Services Ltd. - 0
	(iv) Shared power to dispose or to direct the disposition of: Fitpart Fund Administration Services Ltd. - 5,006,511 * Percent of class is calculated based on an aggregate of (i) 112,026,440 shares of Class A ordinary shares, par value $0.0001 per share ("Common Stock") outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F filed on March 20, 2025 and (ii) 1,555,534 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.
	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 amendment are directly owned by advisory clients of Fitpart Fund Administration Services Ltd. None of those advisory clients 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
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 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.

Fitpart Fund Administration Services Ltd.

Signature:	By: /s/ Fernando Antonio Botelho Prado
Name/Title:	Fernando Antonio Botelho Prado, Chief Executive Officer
Date:	08/19/2025

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.

FAQ

How many Waldencast plc (WALDW) Class A shares does Fitpart report owning?

Fitpart reports beneficial ownership of 5,006,511 Class A ordinary shares.

What percentage of WALDW does Fitpart's holding represent?

The filing states the holding represents 4.4% of the Class A shares on the calculation basis provided.

Are the shares owned directly by Fitpart or on behalf of clients?

The filing states the securities are directly owned by advisory clients of Fitpart, and Fitpart disclaims beneficial ownership except to the extent of pecuniary interest.

Does any advisory client exceed 5% ownership of Waldencast?

No. The filing states that none of those advisory clients may be deemed to beneficially own more than 5% of the Class A shares.

What voting and dispositive powers does Fitpart report?

Fitpart reports 0 shares with sole voting or dispositive power and 5,006,511 shares with shared voting and shared dispositive power.