Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent
required herein. The Maturity Date of the Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined
therein). Any outstanding principal under the Working Capital Loan may be prepaid at any time by Waldencast, at its election and without
penalty.
Additional
Information and Where to Find It
This
communication relates to proposed transactions between Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares
(“Obagi”) and Waldencast and Milk Makeup LLC, a Delaware limited liability company (“Milk”) and
Waldencast. This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the potential transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of Obagi or Milk, the combined company or Waldencast, nor shall there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such
state or jurisdiction. In connection with the proposed transactions, Waldencast filed a registration statement on Form F-4 with the SEC
on February 14, 2022, as amended by Amendment No. 1 to the registration statement on Form F-4 filed with the SEC on March 4, 2022, Amendment
No. 2 to the registration statement on Form F-4 filed with the SEC on March 18, 2022, Amendment No. 3 to the registration statement on
Form F-4 filed with the SEC on April 27, 2022 and Amendment No. 4 to the registration statement on Form F-4 filed with the SEC on May
13, 2022, which includes a document that serves as a prospectus and proxy statement of Waldencast (the “proxy statement/prospectus”).
The proxy statement/prospectus will be sent to all Waldencast shareholders. Waldencast also will file other documents regarding the proposed
transactions with the SEC. This communication does not contain all the information that should be considered concerning the proposed
transactions and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transactions.
Before making any voting decision, investors and security holders of Waldencast are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transactions
as they become available because they will contain important information about the proposed transactions.
Investors
and security holders may obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by Waldencast through the website maintained by the SEC at www.sec.gov.
The
documents filed by Waldencast with the SEC also may be obtained free of charge at Waldencast’s website at https://www.waldencast.com
or upon written request to 10 Bank Street, Suite 560, White Plains, NY 10606.
Participants
in the Solicitation
Waldencast,
Obagi, and Milk, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from Waldencast’s shareholders in connection with the proposed transaction. A list of the names of the directors and executive
officers of Waldencast and information regarding their interests in the business combinations is set forth in Waldencast’s registration
statement on Form S-1 (File No. 333-253370) filed with the SEC on March 15, 2021. Additional information regarding the interests of such
persons will be contained in the registration statement and the proxy statement/prospectus when available. You may obtain free copies
of these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication is for informational purposes only
and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation
of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 as amended, and otherwise
in accordance with applicable law.
Forward-Looking
Statements
This
communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
transactions among Obagi, Milk and Waldencast, including statements regarding the intended benefits of the transactions, the anticipated
timing of the transactions and the growth strategies of Waldencast, Obagi and Milk. These forward-looking statements generally are identified
by the words “estimates,” “projects,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,”
“should,” “future,” “propose,” “target,” “goal,” “objective,”
“outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are
intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are
outside the control of Waldencast, Obagi, and Milk, that could cause actual results or outcomes to differ materially from those discussed
in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include, but are not limited
to: (i) the risk that the transactions may not be completed in a timely manner or at all, which may adversely affect the price of Waldencast’s
securities, (ii) the risk that Waldencast shareholder approval of the proposed transactions is not obtained, (iii) the inability to recognize
the anticipated benefits of the proposed transactions, which may be affected by, among other things, the amount of funds available in
Waldencast’s trust account following any redemptions by Waldencast’s shareholders, (iv) the failure to receive certain governmental
and regulatory approvals, (v) the inability to complete the PIPE Investment or the Forward Purchase Agreements investments (as such terms
are defined in the registration statement on Form F-4 discussed above), (vi) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Obagi Merger Agreement or the Milk Equity Purchase Agreement (as such terms are defined
in the registration statement on Form F-4 discussed above), (vii) changes in general economic conditions, including as a result of the
COVID-19 pandemic, (viii) the outcome of litigation related to or arising out of the proposed transactions, or any adverse developments
therein or delays or costs resulting therefrom, (ix) the effect of the announcement or pendency of the transactions on Obagi’s
or Milk’s business relationships, operating results, and businesses generally, (x) the ability to continue to meet Nasdaq’s
listing standards following the consummation of the proposed transactions, (xi) costs related to the proposed transactions, (xii) that
the price of Waldencast’s securities may be volatile due to a variety of factors, including Waldencast’s, Obagi’s or
Milk’s inability to implement their business plans or meet or exceed their financial projections and changes in the combined capital
structure, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transactions,
and identify and realize additional opportunities and (xiv) the ability of Obagi and Milk to implement their strategic initiatives and
continue to innovate their existing products and anticipate and respond to market trends and changes in consumer preferences. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of Waldencast’s registration statement on Form S-1 (File No. 333-253370), the registration
statement on Form F-4 discussed above, the proxy statement/prospectus and other documents filed or that may be filed by Waldencast from
time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Obagi, Milk and Waldencast
assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Waldencast, Obagi, or Milk gives any assurance that Waldencast, Obagi or Milk, or the combined company,
will achieve their expectations.