Waldencast Files Form 25 to Delist Class A Shares and Warrants From Nasdaq

What happened

Waldencast plc filed a Form 25 with the U.S. Securities and Exchange Commission on Sept. 24, 2026, notifying regulators of the removal of its Class A ordinary shares and its redeemable warrants from listing and registration on the Nasdaq Stock Market LLC, according to the filing.

The form covers two securities: Class A ordinary shares with a par value of $0.0001 per share, and redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share.

The filing was signed by Felipe Dutra, identified in the document as Executive Chairman, Principal Executive Officer and Principal Financial Officer. Waldencast's principal executive offices are listed at 81 Fulham Road, London.

The company's shares closed at $1.03 on the day of the filing, up 0.98% from the prior close of $1.02, according to the price data.

What kind of delisting this is

Form 25 is a one-page notification used to remove a security from an exchange listing and from the registration requirements that come with being listed. Either the company or the exchange can file it.

The form asks the filer to check one of several boxes identifying the legal rule being relied on. Waldencast checked the box for 17 CFR 240.12d2-2(c), which covers a voluntary withdrawal by the issuer — the company itself is choosing to leave. It did not check the box for 17 CFR 240.12d2-2(b), the route used when an exchange strikes a security under its own rules.

That distinction matters. A Form 25 filed to delist debt securities approaching maturity is routine housekeeping — a bond being repaid on schedule. This filing is not that. It names common equity (Class A ordinary shares) and warrants, which is the opposite situation: a company taking its stock off an exchange.

The filing does not state a reason for the withdrawal. It also does not say whether the shares will trade elsewhere, such as on an over-the-counter market, or whether the company intends to deregister entirely.

What this means

Waldencast plc is a holding company in the perfumes, cosmetics and other toilet preparations business. It listed on Nasdaq in 2021 through a merger with a special purpose acquisition company, which is why the filing still carries the SPAC-style charter language about Class A shares and $11.50 warrants.

The Class A ordinary shares are the company's publicly traded equity. The redeemable warrants are separate securities that give the holder the right — but not the obligation — to buy one Class A share at $11.50. With the shares trading at $1.03, that strike price is far above the current market price, meaning the warrants are deeply out of the money: exercising one would cost $11.50 for a share worth about a dollar.

A Form 25 under Rule 12d2-2(c) is the voluntary route. By filing it, the company certifies it has complied with the exchange's own procedures for withdrawing a security. The filing is dated Sept. 24, 2026, and signed by the executive chairman.

What normally follows a Form 25 is a waiting period before the delisting takes effect — the SEC's rules generally provide a set interval after the filing during which the removal is processed. Once the listing is withdrawn, the shares no longer trade on Nasdaq, and the company's obligation to file periodic reports like 10-Ks and 10-Qs can also be terminated if it separately deregisters under Section 12(g) or 12(b).

The sources here do not establish why Waldencast is leaving Nasdaq, what will happen to shareholders' ability to trade the shares afterward, or whether the company plans to continue public reporting. Readers should treat the reason as unstated rather than assume one.