As filed with the Securities and Exchange Commission on March 1, 2022
Registration No. 333-257995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE BEAUTY HEALTH COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 3841 | 85-1908962 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
2165 Spring Street
Long Beach, CA 90806
(800) 603-4996
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Liyuan Woo
Chief Financial Officer
2165 Spring Street
Long Beach, CA 90806
(800) 603-4996 (Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Brent T. Epstein, Esq.
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, CA 90071
(213) 485-1234
Approximate date of commencement of proposed offer to the public: From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the Securities Act) check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-257995)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this Amendment) to the Registration Statement on Form S-1 of The Beauty Health Company (File No. 333-257995), initially filed on July 19, 2021 and declared effective by the Securities and Exchange Commission on July 26, 2021 (the Registration Statement), is being filed as an exhibit-only filing solely to file a consent of Deloitte & Touche LLP with respect to its report dated March 1, 2022 relating to the financial statements of The Beauty Health Company contained in its Annual Report on Form 10-K for the year ended December 31, 2021, filed herewith as Exhibit 23.1 (the Consent). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
Part II-INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
The following exhibits are filed herewith or incorporated by reference herein:
EXHIBIT INDEX
+ | Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
# | Management contract or compensatory plan or arrangement. |
* | Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Long Beach, State of California, on this 1st day of March, 2022.
The Beauty Health Company | ||
By: | /s/ Andrew Stanleick | |
Andrew Stanleick President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Andrew Stanleick Andrew Stanleick |
President, Chief Executive Officer and Director (Principal Executive Officer) | March 1, 2022 | ||
/s/ Liyuan Woo Liyuan Woo |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 1, 2022 | ||
* Brenton L. Saunders |
Executive Chairman | March 1, 2022 | ||
* Michael Capellas |
Director | March 1, 2022 | ||
* Dr. Julius Few |
Director | March 1, 2022 | ||
* Desiree Gruber |
Director | March 1, 2022 | ||
* Michelle C. Kerrick |
Director | March 1, 2022 | ||
* Brian Miller |
Director | March 1, 2022 | ||
* Doug Schillinger |
Director | March 1, 2022 |
*By: | /s/ Liyuan Woo |
March 1, 2022 | ||||||
Liyuan Woo Attorney-in-fact |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in Registration Statement No. 333-257995 on Form S-1 of our report dated March 1, 2022 relating to the consolidated financial statements of The Beauty Health Company and its consolidated subsidiaries, appearing in the Prospectus Supplement, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Los Angeles, California
March 1, 2022