Waldencast plc is reported to have three related reporting persons holding a common stake in its Class A ordinary shares. The filings show FVF Participacoes Ltda. beneficially holds 7,013,199 shares6.1% of the class), while Annapurna Investment Fund Ltd. and Antonio Carlos de Freitas Valle each report 7,013,119 shares6.1% of the class). All reported holdings reflect shared voting and shared dispositive power, with no sole voting or dispositive power reported. The percent calculations include 112,644,711 outstanding Class A shares plus 1,611,133 shares deemed outstanding from warrants.
Positive
Disclosure of >5% ownership in Waldencast plc (each reporting person ~6.1%), providing transparency to the market.
Shared voting and dispositive power is clearly stated, indicating coordinated but not sole control over the reported shares.
Calculation basis disclosed: percent ownership includes 112,644,711 outstanding Class A shares plus 1,611,133 shares issuable upon exercise of warrants.
Negative
None.
Insights
TL;DR: Three related filers report a >5% stake in Waldencast with shared voting/dispositive power; ownership includes warrants in the base.
This Schedule 13G shows a non-control disclosure of roughly 6.1% beneficial ownership by each reporting entity/individual, calculated on an expanded share count that includes 1,611,133 warrant-issuable shares. The holdings are reported as shared voting and dispositive power, indicating joint influence rather than unilateral control. For investors, the filing is material because it documents a significant, disclosed block position and clarifies that the position is held through advisory clients.
TL;DR: The filing documents coordinated ownership above the 5% threshold but disclaims intent to change issuer control.
The reporting persons explicitly disclaim beneficial ownership beyond pecuniary interest and certify the securities were not acquired to change control. The report identifies shared voting/dispositive authority for the reported shares, which implies coordinated rights among the filers rather than sole control. This is a standard disclosure for significant passive or advisory holdings and is important for governance transparency.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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
FVF PARTICIPACOES LTDA.
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
BRAZIL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,013,199.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,013,199.00
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
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,013,119.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,013,119.00
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
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)
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
0.00
6
Shared Voting Power
7,013,119.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,013,119.00
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
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);
(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:
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
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.
FVF PARTICIPACOES LTDA.
Signature:
By: /s/ Antonio Carlos de Freitas Valle
Name/Title:
Antonio Carlos de Freitas Valle, Director
Date:
09/04/2025
ANNAPURNA INVESTMENT FUND LTD.
Signature:
By: /s/ Antonio Carlos de Freitas Valle
Name/Title:
Antonio Carlos de Freitas Valle, Director
Date:
09/04/2025
ANTONIO CARLOS DE FREITAS VALLE
Signature:
By: /s/ Antonio Carlos de Freitas Valle
Name/Title:
Antonio Carlos de Freitas Valle
Date:
09/04/2025
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.
What stake does FVF Participacoes Ltda. report in WALDW?
FVF Participacoes Ltda. reports beneficial ownership of 7,013,199 shares, representing approximately 6.1% of the Class A ordinary shares on the stated basis.
How much do Annapurna Investment Fund Ltd. and Antonio Carlos de Freitas Valle own in WALDW?
Each reports beneficial ownership of 7,013,119 shares, representing approximately 6.1% of the class.
Does any reporting person claim sole voting or dispositive power over the shares?
No. All reporting persons report 0 shares of sole voting power and sole dispositive power; all reported shares are under shared voting and shared dispositive power.
What share count is used to calculate the 6.1% ownership figure?
The percent is calculated using 112,644,711 outstanding Class A shares plus 1,611,133 additional shares deemed outstanding from warrants.
Are the reported shares held on behalf of others?
Yes. The filing states the securities are directly owned by advisory clients of FVF Participacoes Ltda., and only Annapurna Investment Fund Ltd. may be deemed to beneficially own more than 5% individually.
