Bright Lights Parent (MANS) S-4/ARegistration of securities issued in business combination transactions (amended)

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

and the Management Incentive Plan Proposal, is a precondition to the consummation of the Business Combination (collectively, the “Condition Precedent Proposals”). This document is both a proxy statement/prospectus containing information about the Special Meeting and a prospectus of ParentCo with respect to the securities to be issued to BLTS’s securityholders and equityholders of Manscaped Holdings in the Business Combination.

ParentCo, Intermediate Holdco, Merger Sub Corp. and Merger Sub LLC are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions described in the BCA. Each of ParentCo, Intermediate Holdco and Merger Sub Corp are wholly-owned direct subsidiaries of BLTS, and Merger Sub LLC is a wholly-owned direct subsidiary of Intermediate Holdco.

Pursuant to the BCA, subject to the terms and conditions set forth therein, among others: (i) BLTS and ParentCo will enter into a merger transaction pursuant to which BLTS will merge with and into ParentCo (the “ParentCo Merger”), pursuant to which the separate corporate existence of BLTS will cease and ParentCo will be the surviving corporation, (ii) pursuant to an Exchange Agreement (the “Exchange Agreement”), to be entered into by Manscaped Holdings, ParentCo and certain other parties thereto, certain holders of unvested incentive units of Manscaped Holdings shall surrender their unvested incentive units in exchange for restricted stock units of ParentCo, and immediately thereafter, all exchanged incentive units of Manscaped Holdings shall be cancelled, (iii) Merger Sub Corp will merge with and into Manscaped, Inc., a Delaware corporation and a wholly owned subsidiary of Manscaped Holdings (“Manscaped, Inc.”), pursuant to which the separate corporate existence of Merger Sub Corp will cease and Manscaped, Inc. will be the surviving corporation and a wholly owned subsidiary of ParentCo (the “Manscaped, Inc. Merger”), (iv) Manscaped, Inc. will merge with and into Merger Sub LLC (such merger, the “Second Merger” and, together with the Manscaped, Inc. Merger, the “Mergers”), with Merger Sub LLC being the surviving entity of the Second Merger (the “Surviving Entity”), and (v) following the Mergers, (x) Intermediate Holdco will contribute all of its interest in the Surviving Entity to Manscaped Holdings in exchange for limited liability company interests of Manscaped Holdings and (y) Intermediate Holdco will become the managing member of Manscaped Holdings pursuant to an amended and restated limited liability company agreement of Manscaped Holdings. Prior to the closing (the “Closing”) of the Business Combination, the name of ParentCo is expected to change to Manscaped Holdings, Inc.

Concurrently with entering into the Business Combination Agreement, BLTS and ParentCo also entered into subscription agreements with various investors, pursuant to which such investors agreed to purchase shares of ParentCo Class A Common Stock having an aggregate purchase price of approximately $75,000,000 at a purchase price of $9.20 per share (the “PIPE Investment”). The closing of the PIPE Investment is conditioned on the satisfaction or waiver of all conditions set forth in the BCA as well as other customary closing conditions, and on the Business Combination being consummated immediately following the closing of the PIPE Investment.

Prior to completion of the Business Combination, (i) each of the outstanding limited liability company units of Manscaped Holdings (other than incentive units) will be recapitalized into a single class of limited liability company units (“LLC Units”) and (ii) 100% of the capital stock of Manscaped, Inc. will be distributed to certain equityholders of Manscaped Holdings, in each case in accordance with their terms and conditions of that certain Restructuring Agreement, dated as of November 22, 2021 (the “Restructuring Agreement”).

Upon the closing of the Business Combination, ParentCo will have two classes of common stock: Class A common stock and Class B common stock. Holders of Class A common stock of ParentCo will be entitled to one vote per share, and holders of Class B common stock of ParentCo (which stock is non-economic) will be entitled to ten votes per share. The Class B common stock of ParentCo is being issued to certain equityholders of Manscaped Holdings, LLC. The equityholders of Manscaped Holdings, LLC will hold approximately 94% of the voting power of ParentCo’s outstanding capital stock immediately following the consummation of the Business Combination.

If BLTS stockholders approve the BCA Proposal and the parties consummate the Business Combination: (i) the holders of shares of BLTS’s common stock (“BLTS Common Stock”) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) will receive one share of Class A Common Stock of ParentCo (“ParentCo Class A Common Stock”) in exchange for each share of BLTS Common Stock held by them, (ii) the holders of each whole warrant to purchase BLTS Common Stock will receive one warrant to purchase ParentCo Class A Common Stock at an exercise price of $11.50 per share in exchange for each whole warrant to purchase BLTS Common Stock pursuant to the Assignment, Assumption and Amendment Agreement, dated as of November 22, 2021, by and among BLTS, ParentCo and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent (the “Warrant Amendment”), (iii) each of the then issued and outstanding units of BLTS that have not been previously separated into the underlying shares of BLTS Class A Common Stock and

underlying BLTS Warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of ParentCo Class A Common Stock and one-half of one ParentCo Warrant; (iv) pursuant to the Exchange Agreement, certain holders of unvested incentive units of Manscaped Holdings shall agree to the cancellation of their respective unvested incentive units in exchange for restricted stock units of ParentCo, and immediately thereafter, all exchanged incentive units of Manscaped Holdings shall be cancelled, and (v) certain equityholders of Manscaped Holdings will receive an aggregate of 22,244,958 shares of ParentCo Class A Common Stock and, in the case of holders of voting units of Manscaped Holdings, 54,533,745 shares of ParentCo Class B Common Stock, as consideration for their shares of Manscaped, Inc. stock. As a result of the Business Combination, Manscaped Holdings will become a partially owned subsidiary of ParentCo.

Pursuant to the Business Combination Agreement and Manscaped Holdings’ limited liability company agreement (which will be amended and restated at Closing), following the achievement of certain milestones, ParentCo will issue ParentCo Class A Common Stock or restricted stock units in ParentCo Class A Common Stock to each holder of Manscaped, Inc. capital stock or restricted stock units of ParentCo as of immediately prior to the effective time of the Manscaped, Inc. Merger with a pro rata portion thereof in excess of zero (each, a “ParentCo Participant”) in accordance with such ParentCo Participant’s pro rata portion thereof (“ParentCo Earnout”), and Manscaped Holdings will issue earnout units in Manscaped Holdings to each holder of equity of Manscaped Holdings as of immediately following the Closing (each a “Manscaped Participant”) in accordance with such Manscaped Participant’s pro rata portion thereof (“Manscaped Earnout”). The earnout milestones are as follows: (A) if the closing share price of ParentCo Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period commencing on or after the 150th day after the date on which the Closing takes place (the “Closing Date”) and ending on or prior to the five-year anniversary of the Closing Date (such period, the “Earnout Period”); (B) if the closing share price of ParentCo Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period; and (C) if the closing share price of ParentCo Class A Common Stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period. The $12.50, $15.00 and $17.50 share price milestones, respectively, shall also be deemed to have been achieved if (1) after the Closing Date and prior to the five-year anniversary of the Closing Date, there is a merger, consolidation, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction with respect to ParentCo and its subsidiaries, taken as a whole, whereby all or substantially all of the holders of the outstanding shares of ParentCo Class A Common Stock have such shares converted, exchanged or otherwise replaced with the right to receive cash, securities or other property (an “Earnout Strategic Transaction”), or a definitive agreement providing therefor has been entered into during such time and such transaction is ultimately consummated, and (2) the per share value of the consideration to be received in such transaction equals or exceeds $12.50, $15.00 or $17.50 per share, respectively. Earnout shares or units in respect of each milestone may be issued and earned only once. A total of 38,270,011 shares of ParentCo Class A Common Stock shall be subject to the earnout, taking into account both the ParentCo Earnout and the Manscaped Earnout (on an as converted to ParentCo Class A Common Stock basis).

On January 10, 2022, the Business Combination Agreement was amended (such amendment, the “BCA Amendment”). The BCA Amendment provides that each of the outstanding Company LLC Units (as defined in the BCA) and the shares issuable pursuant to the applicable earnout milestone will be treated as converted to ParentCo Class A Common Stock, as applicable, issued and to be taken into account in calculating the per share price for purposes of determining whether any earnout milestone has been achieved in connection with an Earnout Strategic Transaction. Additionally, pursuant to the BCA Amendment, the definition of “Earnout Consideration” is amended with respect to each holder of ParentCo Class A Common Stock and each holder of restricted stock units of ParentCo to equal a portion of the available earnout shares or the available earnout restricted stock units, respectively, as determined by the Board of Managers of Manscaped Holdings. The BCA Amendment also removes the definition of “Earnout Pro Rata Portion”. The BCA Amendment also revises the figure in Section 2.4(a) of the BCA to read “22,244,958 Company LLC Units” and amends Section 6.3(a) of the BCA such that, if the registration statement of which this proxy statement/prospectus forms a part is not effective by February 15, 2022, Manscaped shall act in good faith to deliver to BLTS its audited financial statements as of and for the years ended December 31, 2021, as soon as reasonably practicable following such date.

Additionally, pursuant to the Sponsor Support Agreement, dated as of November 22, 2021 (the “Sponsor Support Agreement”), Bright Lights Sponsor LLC, a Delaware limited liability company and stockholder of BLTS (the “Sponsor”), has agreed immediately prior to the consummation of the ParentCo Merger (but subject to the prior satisfaction of all of the conditions to Closing), Sponsor will contribute, transfer, assign, convey and deliver to BLTS all of its 5,630,000 outstanding shares of BLTS Class B Common Stock, and in exchange, BLTS will issue to Sponsor 5,055,000 shares of BLTS Class A Common Stock. The Sponsor also agreed to subject 1,035,000 shares of its ParentCo common stock (the “Sponsor Earnout Shares”), which are comprised of two equal tranches, each tranche consisting of 517,500 shares (the “First Target Sponsor Earnout Shares” and the “Second Target Sponsor Earnout Shares,” respectively), to potential forfeiture to ParentCo for no consideration until the occurrence of certain earnout vesting conditions. If, at any time during the period beginning on the Closing Date and ending five years after the Closing Date (such period, the “Sponsor Earnout Period”), the closing share price of ParentCo Class A Common Stock for 20 out of any 30 consecutive trading days equals or exceeds $12.50, then the First Target Sponsor Earnout Shares, or if such price equals or exceeds $15.00 per share, then the Second Target Sponsor Earnout Shares, will immediately vest and no longer be subject to forfeiture. If, upon the expiration of the Sponsor Earnout Period, either such condition has not been met, any Sponsor Earnout Shares that failed to vest will be automatically forfeited and transferred to ParentCo for no consideration. Additionally, in the event that there is an Earnout Strategic Transaction during the Sponsor Earnout Period, then, to the extent that the holders of shares of ParentCo Class A Common Stock receive a price per share of ParentCo Class A Common Stock (such price, the “Earnout Strategic Transaction Price”) that is greater than or equal to the applicable ParentCo trading price described above, any Sponsor Earnout Shares that have not previously vested will be deemed to have vested to the extent that such Sponsor Earnout Shares would have vested if the ParentCo trading price had been the Earnout Strategic Transaction Price for any 20 trading days within any period of 30 trading days during the Sponsor Earnout Period immediately prior to the closing of such transaction.

On January 10, 2022, the Sponsor Support Agreement was amended (such amendment, the “SSA Amendment”). Pursuant to the SSA Amendment, the definition of “Earnout Strategic Transaction Price” was amended such that the Sponsor Earnout Shares to be issued are to be taken into account when determining the Earnout Strategic Transaction Price.

The BLTS units, shares of BLTS Class A Common Stock and BLTS Warrants are currently listed on Nasdaq under the symbols “BLTSU,” “BLTS” and “BLTSW,” respectively. ParentCo is applying for listing, to be effective at the time of the Business Combination, of ParentCo Class A Common Stock and ParentCo Warrants on Nasdaq under the proposed symbols “MANS” and “MANSW,” respectively.

This proxy statement/prospectus provides stockholders of BLTS with detailed information about the proposed business combination and other matters to be considered at the Special Meeting.    We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 35 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2022, and

is first being mailed to BLTS’s stockholders on or about ��          , 2022.

BRIGHT LIGHTS ACQUISITION CORP.
12100 Wilshire Blvd, Suite 1150
Los Angeles, CA 90025

Dear Bright Lights Acquisition Corp. Stockholders:

You are cordially invited to virtually attend a special meeting of stockholders (such meeting, together with any adjournment or postponement thereof, the “Special Meeting”) of Bright Lights Acquisition Corp., a Delaware corporation (“BLTS”), at            , Pacific Time, on            , 2022, at            , or at such other time, on such other date and at such other place to which the meeting may be adjourned.

At the Special Meeting, BLTS stockholders will be asked to consider and vote upon a proposal, which is referred to herein as the “BCA Proposal,” to approve and adopt the Business Combination Agreement, dated as of November 22, 2021 (as the same may be amended, the “BCA” or the “Business Combination Agreement”), by and among BLTS, Manscaped Holdings, LLC, a Delaware limited liability company (“Manscaped Holdings”), Bright Lights Parent Corp., a Delaware corporation (“ParentCo”) (whose name is expected to change to Manscaped Holdings, Inc. following the closing of the Business Combination), Mower Intermediate Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of BLTS (“Intermediate Holdco”), Mower Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of ParentCo (“Merger Sub Corp”), and Mower Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intermediate Holdco (“Merger Sub LLC”), attached to this proxy statement/prospectus as Annex A, pursuant to which BLTS and Manscaped Holdings (the parent company of the “Manscaped” business) have agreed to combine certain of their subsidiaries through a series of transactions (collectively, the “Business Combination”) that will result, among other things, in ParentCo becoming a publicly traded company on The Nasdaq Stock Market LLC (“Nasdaq”) and ParentCo acquiring a controlling interest in (with Intermediate Holdco becoming the managing member of) Manscaped Holdings in an “Up-C” structure in which Manscaped Holdings will continue to hold the Manscaped business, in accordance with the terms and subject to the conditions of the BCA as more fully described elsewhere in the accompanying proxy statement/prospectus.

Pursuant to the BCA, subject to the terms and conditions set forth therein, among others: (i) BLTS and ParentCo will enter into a merger transaction pursuant to which BLTS will merge with and into ParentCo (the “ParentCo Merger”), pursuant to which the separate corporate existence of BLTS will cease and ParentCo will be the surviving corporation, (ii) Merger Sub Corp will merge with and into Manscaped, Inc., a Delaware corporation and a wholly owned subsidiary of Manscaped (“Manscaped, Inc.”), pursuant to which the separate corporate existence of Merger Sub Corp will cease and Manscaped, Inc. will be the surviving corporation and a wholly owned subsidiary of ParentCo (the “Manscaped, Inc. Merger”), (iii) pursuant to an Exchange Agreement (the “Exchange Agreement”), to be entered into by Manscaped Holdings, ParentCo and certain other parties thereto, certain holders of unvested incentive units of Manscaped Holdings shall surrender their unvested incentive units in exchange for restricted stock units of ParentCo, and immediately thereafter, all exchanged incentive units of Manscaped Holdings shall be cancelled, (iv) Manscaped, Inc. will merge with and into Merger Sub LLC (such merger, the “Second Merger” and, together with the Manscaped, Inc. Merger, the “Mergers”), with Merger Sub LLC being the surviving entity of the Second Merger (the “Surviving Entity”), and (v) following the Mergers, (x) Intermediate Holdco will contribute all of its interest in the Surviving Entity to Manscaped in exchange for limited liability company interests of Manscaped and (y) Intermediate Holdco will become the managing member of Manscaped pursuant to an amended and restated limited liability company agreement of Manscaped. Following the closing (the “Closing”) of the series of transactions contemplated by the Business Combination Agreement (such transactions, the “Business Combination”), the name of ParentCo is expected to change to Manscaped Holdings, Inc.

Concurrently with entering into the Business Combination Agreement, BLTS and ParentCo also entered into subscription agreements with various investors, pursuant to which such investors agreed to purchase shares of ParentCo Class A Common Stock having an aggregate purchase price of approximately $75,000,000 at a purchase price of $9.20 per share (the “PIPE Investment”). The closing of the PIPE Investment is conditioned on the satisfaction or waiver of all conditions set forth in the BCA as well as other customary closing conditions, and on the Business Combination being consummated immediately following the closing of the PIPE Investment.

Prior to completion of the Business Combination, (i) each of the outstanding limited liability company units of Manscaped Holdings (other than incentive units) will be recapitalized into a single class of limited liability company units and (ii) 100% of the capital stock of Manscaped, Inc. will be distributed to certain equityholders of Manscaped Holdings, in each case in accordance with their terms and conditions of that certain Restructuring Agreement, dated as of November 22, 2021 (the “Restructuring Agreement”).

If BLTS stockholders approve the BCA Proposal and the parties consummate the Business Combination: (i) the holders of shares of BLTS’s common stock (“BLTS Common Stock”) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) will receive one share of Class A Common Stock of ParentCo (“ParentCo Class A Common Stock”) in exchange for each share of BLTS Common Stock held by them, (ii) the holders of each whole warrant to purchase BLTS Common Stock will receive one warrant to purchase ParentCo Class A Common Stock at an exercise price of $11.50 per share in exchange for each whole warrant to purchase BLTS Common Stock pursuant to the Assignment, Assumption and Amendment Agreement, dated as of November 22, 2021, by and among BLTS, ParentCo and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent (the “Warrant Amendment”), (iii) each of the then issued and outstanding units of BLTS that have not been previously separated into the underlying shares of BLTS Class A Common Stock and underlying BLTS Warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of ParentCo Class A Common Stock and one-half of one ParentCo Warrant; (iv) pursuant to the Exchange Agreement, certain holders of unvested incentive units of Manscaped Holdings shall agree to the cancellation of their respective unvested incentive units in exchange for restricted stock units of ParentCo, and immediately thereafter, all exchanged incentive units of Manscaped Holdings shall be cancelled; and (v) certain equityholders of Manscaped Holdings will receive an aggregate of 22,244,958 shares of ParentCo Class A Common Stock and, in the case of holders of voting units of the Company, 54,533,745 shares of ParentCo Class B Common Stock, as consideration for their shares of Manscaped, Inc. stock. As a result of the Business Combination, Manscaped Holdings will become a partially owned subsidiary of ParentCo. BLTS units that have not previously been separated at the election of the holder will automatically separate into the component securities upon the Closing.

Additionally, pursuant to the Business Combination Agreement and Manscaped’s limited liability company agreement (which will be amended at Closing), following the achievement of certain milestones, ParentCo will issue ParentCo Class A Common Stock or restricted stock units in ParentCo Class A Common Stock to each holder of Manscaped, Inc. capital stock or restricted stock units of ParentCo as of immediately prior to the effective time of the Manscaped, Inc. Merger with a pro rata portion thereof in excess of zero (each, a “ParentCo Participant”) in accordance with such ParentCo Participant’s pro rata portion thereof (“ParentCo Earnout”), and Manscaped will issue earnout units in Manscaped to each holder of Manscaped as of immediately following the Closing (each a “Manscaped Participant”) in accordance with such Manscaped Participant’s pro rata portion thereof (“Manscaped Earnout”). The earnout milestones are as follows: (A) if the closing share price of ParentCo Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period commencing on or after the 150th day after the date on which the Closing takes place (the “Closing Date”) and ending on or prior to the five-year anniversary of the Closing Date (such period, the “Earnout Period”); (B) if the closing share price of ParentCo Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period; and (C) if the closing share price of ParentCo Class A Common Stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period. The $12.50, $15.00 and $17.50 share price milestones, respectively, shall also be deemed to have been achieved if (1) after the Closing Date and prior to the five-year anniversary of the Closing Date, there is a merger, consolidation, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction with respect to ParentCo and its subsidiaries, taken as a whole, whereby all or substantially all of the holders of the outstanding shares of ParentCo Class A Common Stock have such shares converted, exchanged or otherwise replaced with the right to receive cash, securities or other property (an “Earnout Strategic Transaction”), or a definitive agreement providing therefor has been entered into during such time and such transaction is ultimately consummated, and (2) the per share value of the consideration to be received in such transaction equals or exceeds $12.50, $15.00 or $17.50 per share, respectively. Earnout shares or units in respect of each milestone may be issued and earned only once. A total of 38,270,011 shares of ParentCo Class A Common Stock shall be subject to the earnout, taking into account both the ParentCo Earnout and the Manscaped Earnout (on an as converted to ParentCo Class A Common Stock basis).

On January 10, 2022, the Business Combination Agreement was amended (such amendment, the “BCA Amendment”). The BCA Amendment provides that each of the outstanding Company LLC Units (as defined in the BCA) and the shares issuable pursuant to the applicable earnout milestone will be treated as converted to ParentCo Class A Common Stock, as applicable, issued and to be taken into account in calculating the per share price for purposes of determining whether any earnout milestone has been achieved in connection with an Earnout Strategic Transaction. Additionally, pursuant to the BCA Amendment, the definition of “Earnout Consideration” is amended

with respect to each holder of ParentCo Class A Common Stock and each holder of restricted stock units of ParentCo to equal a portion of the available earnout shares or the available earnout restricted stock units, respectively, as determined by the Board of Managers of Manscaped Holdings. The BCA Amendment also removes the definition of “Earnout Pro Rata Portion”. The BCA Amendment also revises the figure in Section 2.4(a) of the BCA to read “22,244,958 Company LLC Units” and amends Section 6.3(a) of the BCA such that, if the registration statement of which this proxy statement/prospectus forms a part is not effective by February 15, 2022, Manscaped shall act in good faith to deliver to BLTS its audited financial statements as of and for the years ended December 31, 2021, as soon as reasonably practicable following such date.

Additionally, pursuant to the Sponsor Support Agreement, dated as of November 22, 2021 (the “Sponsor Support Agreement”), Bright Lights Sponsor LLC, a Delaware limited liability company and stockholder of BLTS (the “Sponsor”), has agreed immediately prior to the consummation of the ParentCo Merger (but subject to the prior satisfaction of all of the conditions to Closing), Sponsor will contribute, transfer, assign, convey and deliver to BLTS all of its 5,630,000 outstanding shares of BLTS Class B Common Stock, and in exchange, BLTS will issue to Sponsor 5,055,000 shares of BLTS Class A Common Stock. The Sponsor also agreed to subject 1,035,000 shares of its ParentCo common stock (the “Sponsor Earnout Shares”), which are comprised of two equal tranches, each tranche consisting of 517,500 shares (the “First Target Sponsor Earnout Shares” and the “Second Target Sponsor Earnout Shares,” respectively), to potential forfeiture to ParentCo for no consideration until the occurrence of certain earnout vesting conditions. If, at any time during the period beginning on the Closing Date and ending five years after the Closing Date (such period, the “Sponsor Earnout Period”), the closing share price of ParentCo Class A Common Stock for 20 out of any 30 consecutive trading days equals or exceeds $12.50, then the First Target Sponsor Earnout Shares, or if such price equals or exceeds $15.00 per share, then the Second Target Sponsor Earnout Shares, will immediately vest and no longer be subject to forfeiture. If, upon the expiration of the Sponsor Earnout Period, either such condition has not been met, any Sponsor Earnout Shares that failed to vest will be automatically forfeited and transferred to ParentCo for no consideration. Additionally, in the event that there is an Earnout Strategic Transaction during the Sponsor Earnout Period, then, to the extent that the holders of shares of ParentCo Class A Common Stock receive a price per share of ParentCo Class A Common Stock (such price, the “Earnout Strategic Transaction Price”) that is greater than or equal to the applicable ParentCo trading price described above, any Sponsor Earnout Shares that have not previously vested will be deemed to have vested to the extent that such Sponsor Earnout Shares would have vested if the ParentCo trading price had been the Earnout Strategic Transaction Price for any 20 trading days within any period of 30 trading days during the Sponsor Earnout Period immediately prior to the closing of such transaction.

On January 10, 2022, the Sponsor Support Agreement was amended (such amendment, the “SSA Amendment”). Pursuant to the SSA Amendment, the definition of “Earnout Strategic Transaction Price” was amended such that the Sponsor Earnout Shares to be issued are to be taken into account when determining the Earnout Strategic Transaction Price.

You will also be asked to adopt the BCA and approve the BCA Proposal, as well as to approve certain other proposals in connection with the consummation of the Business Combination, including, among other things (i) a proposal to approve the amended and restated certificate of incorporation of ParentCo that will be adopted prior to the closing of the Business Combination, as well as separate proposals to approve specific amendments thereto, as described herein (the “Organizational Documents Proposals”), (ii) a proposal to elect 5 directors to serve staggered terms, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death (the “Director Election Proposal”), with 2 additional directors to be appointed prior to Closing; (iii) a proposal to approve certain equity issuances in connection with the Business Combination for purposes of complying with the applicable listing standards of the Nasdaq (the “Stock Issuance Proposal”); (iv) a proposal to approve and adopt the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan (the “Equity Incentive Plan Proposal”); (v) a proposal to approve and adopt the Manscaped Holdings 2022 Management Incentive Plan (the “Management Incentive Plan Proposal”); and (vi) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the BCA Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, and the Management Incentive Plan Proposal ((i)-(vi), collectively, the “Transaction Proposals”). Each of the proposals is more fully described in the accompanying Notice of Special Meeting of Stockholders for the Special Meeting and the proxy statement/prospectus. If the BCA Proposal and the Organizational Documents Proposals are not approved, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, and the Management Incentive Plan Proposal will not be presented to the BLTS stockholders for a vote. The approval of each of the BCA Proposal, the Organizational Documents Proposals, the

election of each director nominee pursuant to the Director Election Proposal, the Stock Issuance Proposal, Equity Incentive Plan Proposal, and the Management Incentive Plan Proposal, is a precondition to the consummation of the Business Combination (collectively, the “Condition Precedent Proposals”).

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the Closing of the Business Combination (the “Closing Date”), including (i) the Sponsor Support Agreement (as defined below), (ii) the Manscaped Equityholders Support Agreement, (iii) the Registration Rights Agreement, and (iv) the Subscription Agreements. For additional information, see the section titled “BCA Proposal — Related Agreements” in the accompanying proxy statement/prospectus.

Pursuant to the BLTS Governing Documents (as defined below), a holder (a “public stockholder”) of public shares, which excludes shares held by the Sponsor (as defined below), may request that BLTS redeem all or a portion of such stockholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem their public shares even if they vote “for” the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, BLTS’s transfer agent, ParentCo will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “Trust Account”), including any interest earned on the funds held in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public stockholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the ParentCo Merger and, accordingly, it is shares of ParentCo Class A Common Stock that will be redeemed immediately after consummation of the Business Combination. See the section titled “Special Meeting of BLTS — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, if we seek stockholder approval of the Business Combination and we do not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares without the prior consent of BLTS. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash without the prior consent of BLTS.

Bright Lights Sponsor LLC, a Delaware limited liability company and stockholder of BLTS (the “Sponsor”), and each director and officer of BLTS have agreed to, among other things, vote in favor of the BCA and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of November 22, 2021, a copy of which is attached to this proxy statement/prospectus as Annex B (the “Sponsor Support Agreement”) and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any founder shares and shares of BLTS Class A Common Stock held by them (both of which will be subsequently converted into ParentCo Class A Common Stock), in each case, subject to the terms and conditions contemplated in the letter agreement, dated as of January 6, 2021. The Sponsor has also agreed to exchange its 5,630,000 shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock, and to subject 1,035,000 of its shares of ParentCo common stock to vesting and potential forfeiture to ParentCo for no consideration until the occurrence of certain earnout vesting conditions. As of the date of the accompanying proxy statement/prospectus, the Sponsor and BLTS’s directors and officers own 20.0% of the issued and outstanding BLTS Class A Common Stock. If BLTS is not able to complete the Business Combination with Manscaped or another business combination by January 11, 2023, then the Sponsor and each director and officer of BLTS will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold.

The BCA provides that the obligations of Manscaped to consummate the Merger are conditioned on, among other things, that as of the Closing, the amount of cash available in the Trust Account, after deducting the amount required to satisfy BLTS’s obligations to its stockholders (if any) that exercise their rights to redeem their public shares pursuant to the BLTS Governing Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the Trust Account and (ii) transaction expenses of BLTS or its affiliates) (such amount, the “Trust Amount”) plus the PIPE Investment Amount (as defined herein) actually received by BLTS at or prior to the Closing Date (as defined herein), is at least equal to $75 million (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”), provided, that, Sponsor or any of its or its members’ affiliates shall have the right, but not the obligation, prior to the Closing to acquire common stock of ParentCo (on the same terms and conditions as set forth in the Subscription Agreements) and the proceeds of such acquisition shall constitute additional available cash. This condition is for the sole benefit of Manscaped. If such condition is not met, and such condition is not or cannot be waived under the terms of the BCA, then the BCA could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the BLTS Governing Documents, in no event will BLTS redeem public shares in an amount that would cause ParentCo’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The BCA is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus (including the absence of a material adverse effect on Manscaped and the approval of the BCA and the transactions contemplated thereby, by the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding limited liability units of Manscaped Holdings). There can be no assurance that the parties to the BCA would waive any such provision of the BCA.

BLTS is providing the accompanying proxy statement/prospectus and accompanying proxy card to BLTS’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by BLTS’s stockholders at the Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, all of BLTS’s stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 35 of this proxy statement/prospectus.

After careful consideration, the board of directors of BLTS has unanimously approved the Business Combination and unanimously recommends that stockholders vote “FOR” adoption of the BCA, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to BLTS’s stockholders in the accompanying proxy statement/prospectus.    When you consider the recommendation of these proposals by the board of directors of BLTS, you should keep in mind that BLTS’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “BCA Proposal — Interests of BLTS’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations. Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the BCA will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a

quorum is present at the Special Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO BLTS’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of BLTS’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated            , 2022 and is first being mailed to stockholders on or about            , 2022.

BRIGHT LIGHTS ACQUISITION CORP.

12100 Wilshire Blvd, Suite 1150
Los Angeles, CA 90025

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 2022

TO THE STOCKHOLDERS OF BRIGHT LIGHTS ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Bright Lights Acquisition Corp., a Delaware corporation (“BLTS”), will be held at            , Pacific Time, on            , 2022, at            (such meeting, together with any adjournment or postponement thereof, the “Special Meeting”). In light of COVID-19, we will hold the Special Meeting virtually. We are pleased to utilize virtual stockholder meeting technology to (a) provide ready access and cost savings to BLTS stockholders and BLTS and (b) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention and the U.S. Securities and Exchange Commission (“SEC”) due to the novel coronavirus (COVID-19) pandemic. The virtual meeting format will allow attendance by BLTS stockholders from any location in the world. You can participate in the virtual Special Meeting as described in the section titled “The Special Meeting — How to Attend the Special Meeting.” The Special Meeting is being held to consider and vote upon proposals to approve: You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

•        Proposal No. 1 — The BCA Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of November 22, 2021 (as may be amended, the “BCA” or the “Business Combination Agreement”), by and among BLTS, Manscaped Holdings, LLC, a Delaware limited liability company (“Manscaped Holdings”), Bright Lights Parent Corp., a Delaware corporation (“ParentCo”) (whose name is expected to change to Manscaped Holdings, Inc. following the closing of the Business Combination), Mower Intermediate Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of BLTS (“Intermediate Holdco”), Mower Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of ParentCo (“Merger Sub Corp”) and Mower Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intermediate Holdco (“Merger Sub LLC”), pursuant to which:

•        upon the terms and subject to the conditions of the BCA, and in accordance with the Delaware General Corporation Law (“DGCL”), BLTS and ParentCo will enter into a merger transaction pursuant to which: (x) BLTS will merge with and into ParentCo (the “ParentCo Merger”), pursuant to which the separate corporate existence of BLTS will cease and ParentCo will be the surviving corporation (ParentCo, in its capacity as the surviving corporation of the ParentCo Merger, is sometimes referred to as the “Surviving Corporation”), (y) all of the issued and outstanding shares of BLTS Common Stock (as defined below) will be exchanged on a one-for-one basis for shares of ParentCo Class A Common Stock (as defined below), and all of the outstanding warrants to purchase BLTS Common Stock will be exercisable for an equal number of shares of ParentCo Class A Common Stock on the existing terms and conditions of such warrants and (z) each of the then issued and outstanding units of BLTS that have not been previously separated into the underlying shares of BLTS Class A Common Stock and underlying BLTS Warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of ParentCo Class A Common Stock and one-half of one ParentCo Warrant;

•        upon the terms and subject to the conditions of the BCA, and in accordance with the DGCL, Mower Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of ParentCo (“Mower Merger Sub Corp.”), will merge with and into Manscaped, Inc. (the “Manscaped, Inc. Merger”), pursuant to which the separate corporate existence of Mower Merger Sub Corp. will cease and Manscaped, Inc. will be the surviving corporation and a wholly owned subsidiary of the ParentCo;

•        upon the terms and subject to the conditions of the BCA, and in accordance with the DGCL, following the Manscaped, Inc. Merger and as part of the same overall transaction as the Manscaped, Inc. Merger, Manscaped, Inc., a Delaware corporation and wholly-owned subsidiary of Manscaped Holdings (“Manscaped, Inc.”), will merge with and into Merger Sub LLC (the “Second Merger” and, together with the Manscaped, Inc. Merger, the “Mergers”), with Merger Sub LLC being the surviving entity of the Second Merger (Merger Sub LLC, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”);

•        pursuant to an Exchange Agreement (the “Exchange Agreement”), to be entered into by Manscaped Holdings, ParentCo and certain other parties thereto, certain holders of unvested incentive units of Manscaped Holdings shall surrender their unvested incentive units in exchange for restricted stock units of ParentCo, and immediately thereafter, all exchanged incentive units of Manscaped Holdings shall be cancelled;

•        upon the terms and subject to the conditions of the BCA, and in accordance with the DGCL, following the Mergers (i) Intermediate Holdco will contribute all of its interest in the Surviving Entity to Manscaped Holdings in exchange for limited liability company interests of Manscaped Holdings; and (ii) Intermediate Holdco will become the managing member of Manscaped Holdings pursuant to an amended and restated limited liability company agreement of Manscaped Holdings (the “Amended Manscaped LLC Agreement”);

(such transactions, collectively, the “Business Combination,” and such proposal the “BCA Proposal”).

Prior to completion of the Business Combination, (i) each of the outstanding limited liability company units of Manscaped Holdings (other than incentive units) will be recapitalized into a single class of limited liability company units (i.e., the “LLC Units”) and (ii) 100% of the capital stock of Manscaped, Inc. will be distributed to certain equityholders of Manscaped Holdings, in each case in accordance with their terms and conditions of that certain Restructuring Agreement, dated as of November 22, 2021 (the “Restructuring Agreement”).

•        Proposal No. 2 — Organizational Documents Proposals — to consider and vote upon the following 7 separate proposals (collectively, the “Organizational Documents Proposals”) to approve the following material differences between BLTS’s Amended and Restated Certificate of Incorporation (the “Existing Charter”) and the current amended and restated bylaws of BLTS (as may be amended from time to time) (the “Existing Bylaws” and, together with the Existing Charter, the “BLTS Governing Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of ParentCo, which will be renamed “Manscaped Holdings, Inc.” in connection with the Business Combination:

(A)    Organizational Documents Proposal A — ParentCo will have 605,000,000 shares of authorized capital stock, which will consist of (i) 500,000,000 shares of Class A Common Stock, par value $0.0001 per share (“ParentCo Class A Common Stock”), (ii) 100,000,000 shares of Class B Common Stock, par value $0.0001 per share (“ParentCo Class B Common Stock”), and (iii) 5,000,000 shares of preferred stock, as opposed to BLTS having 401,000,000 shares of authorized capital stock, which consists of (i) 380,000,000 shares of BLTS Class A Common Stock and (ii) 20,000,000 shares of Class B Common Stock, par value $0.0001 per share, (“BLTS Class B Common Stock,” and together with BLTS Class A Common Stock, “BLTS Common Stock”) and (iii) 1,000,000 shares of preferred stock;

(B)    Organizational Documents Proposal B — The Proposed Certificate of Incorporation will provide that holders of ParentCo Class A Common Stock are entitled to one (1) vote per share and holders of ParentCo Class B Common Stock are entitled to ten (10) votes per share, as opposed to holders of BLTS Class A Common Stock and BLTS Class B Common Stock are entitled to one vote per share of BLTS Common Stock, pursuant to the BLTS Governing Documents;

(C)    Organizational Documents Proposal C — ParentCo will amend its name to “Manscaped Holdings, Inc.” from “Bright Lights Acquisition Corp.”;

(D)    Organizational Documents Proposal D — ParentCo Board shall consist of not less than three (3) nor more than eleven (11) members, with the exact number initially fixed at seven (7) and adjusted thereafter from time to time by the Board, as opposed to the BLTS Governing Documents which provide that the Board shall consist of not less than one (1) nor more than fifteen (15) members, with the exact number initially fixed at one (1) and adjusted thereafter from time to time by the Board;

(F)    Organizational Documents Proposal E — The Proposed Certificate of Incorporation does not include any provisions relating to ParentCo’s ongoing existence and the default under the DGCL will make ParentCo’s existence perpetual, as opposed to the BLTS Governing Documents providing that if BLTS does not consummate a business combination (as defined in the BLTS Governing Documents) by January 11, 2023, BLTS will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate the Trust Account;

(G)    Organizational Documents Proposal F — The Proposed Certificate of Incorporation will eliminate various provisions applicable only to blank check companies; and

(H)    Organizational Documents Proposal G — The Proposed Bylaws contain a lock-up provision under which, after the consummation of the Business Combination and subject to certain exceptions, the Sponsor, BLTS’s directors and officers and certain Manscaped Unitholders will be contractually restricted from selling or transferring any of their shares of common stock until the earliest of (i) the date that is 365 days after the closing of the Business Combination, (ii) the closing of a merger, liquidation, stock exchange, reorganization or other similar transaction that results in all of the public stockholders of ParentCo having the right to exchange their shares of ParentCo Class A Common Stock for cash securities or other property, or (iii) the day after the date on which the closing price of the ParentCo Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing date of the Business Combination.

•        Proposal No. 3 — The Director Election Proposal — to consider and vote upon a proposal, assuming the BCA Proposal and the Organizational Documents Proposals are approved, to elect 5 directors to serve staggered terms, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death (the “Director Election Proposal”), with 2 additional directors to be appointed prior to Closing;

•        Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of (a) ParentCo Class A Common Stock and ParentCo Warrants to the BLTS security holders as consideration for their shares, warrants and units of BLTS pursuant to the Business Combination Agreement and the ParentCo Merger, (b) ParentCo Class A Common Stock to the PIPE Investors pursuant to the PIPE Investment and (c) shares of ParentCo Common Stock to certain Manscaped Unitholders as consideration for their shares of Manscaped, Inc. pursuant to the Business Combination Agreement and the Manscaped, Inc. Merger;

•        Proposal No. 5 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan (this proposal is referred to herein as the “Equity Incentive Plan Proposal”);

•        Proposal No. 6 — The Management Incentive Plan Proposal — to consider and vote upon a proposal to approve the Manscaped Holdings 2022 Management Incentive Plan (the “Management Incentive Plan Proposal”);

•        Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting (the “Adjournment Proposal”).

Each of Proposals No. 1 through 7 is cross-conditioned on the approval of each other (except for the Adjournment Proposal). Pursuant to BLTS’s Amended and Restated Certificate of Incorporation and the BCA, BLTS is required to obtain stockholder approval of the Business Combination with Manscaped Holdings. Consequently, the Business Combination Proposal must be approved for any such transaction to be completed. The Adjournment Proposal is also not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ParentCo Class A Common Stock at the close of business on            , 2022 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to BLTS’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, all of BLTS’s stockholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 35 of this proxy statement/prospectus.

After careful consideration, the board of directors of BLTS has unanimously approved the Business Combination and unanimously recommends that stockholders vote “FOR” adoption of the BCA, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to BLTS’s stockholders in this proxy statement/prospectus.    When you consider the recommendation of these proposals by the board of directors of BLTS, you should keep in mind that BLTS’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “BCA Proposal — Interests of BLTS’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the BLTS Governing Documents, a holder of public shares (a “public stockholder”) may request of BLTS that ParentCo redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), BLTS’s transfer agent, that ParentCo redeem all or a portion of your public shares for cash; and

(iii)   deliver your public shares to Continental electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Pacific Time, on            , 2022 (two business days before the Special Meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. Public stockholders may elect to redeem public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, ParentCo will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “Trust Account”), calculated as of two business days prior

to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public stockholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the ParentCo Merger and, accordingly, it is shares of BLTS Common Stock that will be redeemed promptly after consummation of the Business Combination. See the section titled “Special Meeting of BLTS — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, if we seek stockholder approval of the Business Combination and we do not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares without the prior consent of BLTS. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash without the prior consent of BLTS.

Bright Lights Sponsor LLC, a Delaware limited liability company and stockholder of BLTS (the “Sponsor”), and each director and officer of BLTS have agreed to, among other things, vote in favor of the BCA and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of November 22, 2021, a copy of which is attached to this proxy statement/prospectus as Annex B (the “Sponsor Support Agreement”) and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any founder shares and shares of BLTS Class A Common Stock held by them (both of which will be subsequently converted into ParentCo Class A Common Stock), in each case, subject to the terms and conditions contemplated in the letter agreement, dated as of January 6, 2021. The Sponsor has also agreed to exchange its 5,630,000 shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock, and to subject 1,035,000 of its shares of ParentCo common stock to potential forfeiture to ParentCo for no consideration until the occurrence of certain earnout vesting conditions. As of the date of the accompanying proxy statement/prospectus, the Sponsor and BLTS’s directors and officers own 20.0% of the issued and outstanding ParentCo Class A Common Stock. If BLTS is not able to complete the Business Combination with Manscaped or another business combination by January 11, 2023, then the Sponsor and each director and officer of BLTS will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold.

The BCA provides that the obligations of Manscaped to consummate the Merger are conditioned on, among other things, that as of the Closing, the amount of cash available in the Trust Account plus the PIPE Investment Amount (as defined herein) actually received by BLTS at or prior to the Closing Date (as defined herein), is at least equal to $75 million (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”), provided, that, Sponsor or any of its or its members’ affiliates shall have the right, but not the obligation, prior to the Closing to acquire common stock of ParentCo (on the same terms and conditions as set forth in the Subscription Agreements) and the proceeds of such acquisition shall constitute additional available cash. This condition is for the sole benefit of Manscaped. If such condition is not met, and such condition is not or cannot be waived under the terms of the BCA, then the BCA could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the BLTS Governing Documents, in no event will BLTS redeem public shares in an amount that would cause ParentCo’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The BCA is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the BCA would waive any such provision of the BCA.

In order for the BCA Proposal to be approved, a majority of the issued and outstanding shares of BLTS Common Stock must vote in favor of such proposal. The approval of each of the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the Management Incentive Plan Proposal, and the Adjournment Proposal, require the affirmative vote of the holders of at least a majority of the outstanding shares of BLTS Common Stock voting together as a single class, represented in person or by proxy and entitled to vote thereon at the Special Meeting. The approval of the Organizational Documents Proposals requires the affirmative vote of the holders of at least a majority of the outstanding shares of BLTS Common Stock. In addition, Organizational Documents Proposal A (Changes in

Share Capital) and Organizational Documents Proposal B (Changes in Voting Power) require the affirmative vote of the holders of at least a majority of the outstanding shares of BLTS Class B Common Stock and at least a majority of the outstanding shares of BLTS Class A Common Stock, in each case voting separately as a single class.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the BCA will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ParentCo Class A Common Stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing BLTS.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Bright Lights Acquisition Corp.,            , 2022

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO BLTS’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

TABLE OF CONTENTS

ANNEXES

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by ParentCo (File No. 333-262081), constitutes a prospectus of ParentCo under Section 5 of the Securities Act, with respect to the shares of ParentCo Class A Common Stock, warrants to purchase ParentCo Class A Common Stock and units consisting of one share of ParentCo Class A Common Stock and one-half of a warrant to purchase shares of ParentCo Class A Common Stock, each to be issued if the Business Combination described below is consummated. This document also constitutes a notice of special meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the Special Meeting of BLTS stockholders at which BLTS stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the BCA, among other matters.

Information contained on the BLTS website, the Manscaped website or any other website, is expressly not incorporated by reference into the accompanying proxy statement/prospectus.

References To Additional Information

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning BLTS, without charge, by written request to Secretary at Bright Lights Acquisition Corp., 12100 Wilshire Blvd, Suite 1150, Los Angeles, CA 90025, or by telephone request at (310) 421-1472; or Morrow Sodali LLC, BLTS’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing BLTS.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for BLTS’s stockholders to receive timely delivery of the documents in advance of the Special Meeting of BLTS to be held on            , 2022, you must request the information no later than            , 2022, five business days prior to the date of the Special Meeting.

Trademarks

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. BLTS does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

Selected Definitions

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•        “2019 Plan” are to the Manscaped Holdings, LLC Equity Incentive Plan, effective as of June 11, 2019 (as amended on July 3, 2019 by the first amendment thereto, and on November 30, 2021 by the second amendment thereto, and as may be further amended or restated from time to time);

•        “2022 Plan” are to the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex G;

•        “2022 MIP” are to the Manscaped Holdings, LLC 2022 Management Incentive Plan, as amended from time to time, a copy of which is attached to this proxy statement/prospectus as Annex J.

•        “Amended Manscaped LLC Agreement” are to the Third Amended and Restated Limited Liability Company Operating Agreement, to be adopted by Manscaped Holdings following the Third Effective Time.

•        “BLTS” are to Bright Lights Acquisition Corp. prior to its ParentCo Merger as a corporation in the State of Delaware;

•        “BLTS Class A Common Stock” are to BLTS’s Class A Common Stock, par value $0.0001 per share (prior to the ParentCo Merger);

•        “BLTS Class B Common Stock” are to BLTS’s Class B Common Stock, par value $0.0001 per share (prior to the ParentCo Merger);

•        “BLTS Common Stock” are to the shares of BLTS Class A Common Stock and the shares of BLTS Class B Common Stock, collectively;

•        “BLTS Governing Documents” are to the current amended and restated certificate of incorporation of BLTS under the DGCL (as may be amended from time to time, the “Existing Charter”) and the current amended and restated bylaws of BLTS (as may be amended from time to time, the “Existing Bylaws”);

•        “BLTS units” and “units” are to the units of BLTS, each unit representing one share of BLTS Class A Common Stock and one-half of one redeemable warrant to acquire one share of BLTS Class A Common Stock, that were offered and sold by BLTS in its initial public offering and registered pursuant to the Registration Statement on Form S-1 (333-2512513) filed by BLTS in connection with its initial public offering, which became effective on January 6, 2021 (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

•        “Business Combination” are to transactions contemplated by the BCA;

•        “Closing” are to the closing of the Business Combination;

•        “Company,” “we,” “us” and “our” are to BLTS prior to its ParentCo Merger as a corporation in the State of Delaware and to ParentCo after the ParentCo Merger as a corporation incorporated in the State of Delaware, including after its change of name to ParentCo;

•        “Condition Precedent Approvals” are to approval at the Special Meeting of the Condition Precedent Proposals;

•        “Condition Precedent Proposals” are to the BCA Proposal, the Organizational Documents Proposals, The Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, and the Management Incentive Plan Proposal, collectively;

•        “Continental” are to Continental Stock Transfer & Trust Company;

•        “DGCL” are to the General Corporation Law of the State of Delaware;

•        “Effective Time” are to the date and time the ParentCo Merger becomes effective;

•        “Equity Incentive Plan Proposal” means the proposal to be considered at the Special Meeting to approve and adopt the 2022 Plan.

•        “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•        “founder shares” are to the shares of BLTS Class B Common Stock purchased by the Sponsor in a private placement prior to the initial public offering, the shares of BLTS Class A Common Stock that will be issued upon the conversion thereof, and the shares of ParentCo Class A Common Stock that will be issued as a matter of law upon the conversion thereof at the time of the ParentCo Merger;

•        “GAAP” are to accounting principles generally accepted in the United States of America;

•        “HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•        “initial public offering” are to BLTS’s initial public offering that was consummated on January 11, 2021;

•        “Intermediate Holdco” Mower Intermediate Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of BLTS (“Intermediate Holdco”);

•        “IRS” are to the U.S. Internal Revenue Service;

•        “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

•        “Major Company Equityholders” means, collectively, TranCorp, Inc., Kings Xing, LLC, Thompson Family Trust, SPV Investments, LLC, Smash Ventures Monet, LP.;

•        “Manscaped” or “Manscaped Holdings” are to Manscaped Holdings, LLC;

•        “Manscaped Equityholders Support Agreement” are to that certain Support Agreement, dated November 22, 2021, by and among BLTS, Manscaped and certain Manscaped Unitholders, as amended and modified from time to time;

•        “Manscaped, Inc. Merger” are to the merger of Mower Merger Sub Corp. with and into Manscaped, Inc., a Delaware corporation and wholly-owned subsidiary of Manscaped Holdings, pursuant to which the separate corporate existence of Merger Sub Corp. will cease and Manscaped, Inc. will be the surviving corporation;

•        “Manscaped Unitholders” are the holders of Manscaped Units.

•        “Manscaped Units” are (i) the limited liability company units of Manscaped Holdings having the rights and obligations specified with respect to the “Common Units” in the Manscaped LLC Agreement, (ii) the limited liability company units of Manscaped Holdings having the rights and obligations specified with respect to “Incentive Units” in the Manscaped LLC Agreement, (iii) the limited liability company units of Manscaped Holdings having the rights and obligations specified with respect to the Series A-1 Preferred Units, Series A-2 Preferred Units, Series A-3 Preferred Units and Series A-4 Preferred Units, collectively, in the Manscaped LLC Agreement, (iv) the limited liability company units of Manscaped Holdings having the rights and obligations specified with respect to the “LLC Units” in the Amended Manscaped LLC Agreement (“LLC Units”), (v) the limited liability company units of Manscaped Holdings having the rights and obligations specified with respect to “Incentive Units” in the Amended Manscaped LLC Agreement (“Incentive Units”) and (vi) the limited liability company units of Manscaped Holdings having the rights and obligations specified with respect to “LTIP Units” in the Amended Manscaped LLC Agreement;

•        “Mergers” are to the Manscaped, Inc. Merger and the Second Merger;

•        “Minimum Cash Condition” are to the Trust Amount and the PIPE Investment Amount being greater than $75 million;

•        “Nasdaq” are to The Nasdaq Capital Market LLC;

•        “ParentCo” are to Bright Lights Parent Corp., prior to the ParentCo Merger, and collectively to BLTS and Bright Lights Parent Corp., following the ParentCo Merger;

•        “ParentCo Class A Common Stock” are to shares of Class A common stock of ParentCo, par value $0.0001 per share, which have one (1) vote per share;

•        “ParentCo Class B Common Stock” are to shares of Class B common stock of ParentCo, par value $0.0001 per share, which have no economic rights (including no rights to dividends and distributions upon liquidation) and which have ten (10) votes per share;

•        “ParentCo Common Stock” are to shares of ParentCo Class A Common Stock and ParentCo Class B Common Stock, collectively;

•        “ParentCo Merger” are to the merger of BLTS with and into ParentCo, pursuant to which the separate corporate existence of BLTS will cease and ParentCo will be the surviving corporation;

•        “ParentCo Warrants” are to warrants to purchase one (1) share of ParentCo Class A Common Stock at an exercise price of $11.50;

•        “Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

•        “PIPE Investment” are to the purchase of shares of ParentCo Class A Common Stock pursuant to the Subscription Agreements;

•        “PIPE Investment Amount” are to the aggregate gross purchase price actually received by BLTS prior to or substantially concurrently with Closing for the shares in the PIPE Investment;

•        “PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements;

•        “private placement warrants” are to the BLTS private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of ParentCo issued as a matter of law upon the conversion thereof at the time of the ParentCo Merger;

•        “pro forma” are to giving pro forma effect to the Business Combination and the other related events contemplated by the BCA and the other transaction documents;

•        “Proposed Bylaws” are to the proposed bylaws of ParentCo upon the effective date of the ParentCo Merger attached to this proxy statement/prospectus as Annex I;

•        “Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of ParentCo upon the effective date of the ParentCo Merger attached to this proxy statement/prospectus as Annex H;

•        “Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

•        “public stockholders” are to holders of public shares, whether acquired in BLTS’s initial public offering or acquired in the secondary market;

•        “public shares” are to the shares of BLTS Class A Common Stock (including those that underlie the units) that were offered and sold by BLTS in its initial public offering and registered pursuant to the Registration Statement on Form S-1 (333-2512513) filed by BLTS in connection with its initial public offering, which became effective on January 6, 2021 or the shares of ParentCo Class A Common Stock issued as a matter of law upon the conversion thereof at the time of the ParentCo Merger, as context requires;

•        “public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by BLTS in its initial public offering and registered pursuant to the Registration Statement on Form S-1 (333-2512513) filed by BLTS in connection with its initial public offering, which became effective on January 6, 2021 or the redeemable warrants of ParentCo issued as a matter of law upon the conversion thereof at the time of the ParentCo Merger, as context requires;

•        “redemption” are to each redemption of public shares for cash pursuant to the BLTS Governing Documents and the Proposed Organizational Documents;

•        “Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among ParentCo, the Sponsor, certain of BLTS’s directors and officers and the Major Company Equityholders;

•        “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

•        “SEC” are to the United States Securities and Exchange Commission;

•        “Second Merger” are to the merger of Manscaped, Inc. with and into Merger Sub LLC, pursuant to which the separate corporate existence of Manscaped, Inc. will cease and Merger Sub LLC will be the surviving entity;

•        “Second Manscaped LLC Agreement” are to the Second Amended and Restated Limited Liability Company Operating Agreement, to be adopted by Manscaped Holdings prior to the Effective Time.

•        “Securities Act” are to the Securities Act of 1933, as amended;

•        “Sponsor” are to Bright Lights Sponsor LLC, a Delaware limited liability company;

•        “Sponsor Related PIPE Investors” are to those certain related parties of the Sponsor participating in the PIPE Investment pursuant to the Subscription Agreements;

•        “Sponsor Support Agreement” are to that certain Support Agreement, dated November 22, 2021, by and among the Sponsor, BLTS, each director and officer of BLTS and Manscaped, as amended and modified from time to time;

•        “Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated;

•        “Third Effective Time” are to the date and time the merger of Manscaped, Inc. and Mower Merger Sub 2, LLC becomes effective;

•        “Third Party PIPE Investors” are to are to those certain investors, other than the Sponsor Related PIPE Investors, participating in the PIPE Investment pursuant to the Subscription Agreements;

•        “TRA” are to the Tax Receivable Agreement, which will be entered into prior to Closing by ParentCo, Intermediate Holdco, Manscaped Holdings, and certain members of Manscaped Holdings.

•        “trust account” are to the trust account established at the consummation of BLTS’s initial public offering at JP Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;

•        “Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy BLTS’s obligations to its stockholders (if any) that exercise their redemption rights (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of BLTS or its affiliates);

•        “Warrant Agreement” are to Warrant Agreement, dated as of January 6, 2021, between BLTS and Continental;

•        “Warrant Amendment” are to the Assignment, Assumption and Amendment Agreement, dated as of November 22, 2021, by and among BLTS, ParentCo and Continental Stock Transfer & Trust Company; and

•        “warrants” are to the public warrants and the private placement warrants.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to shares of BLTS Class A Common Stock, shares of ParentCo Class A Common Stock or warrants include such securities underlying the units.

Cautionary Statement Regarding Forward-Looking Statements

This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of our and Manscaped’s management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we and Manscaped discuss strategies or plans, including as they relate to the potential Business Combination, we and Manscaped are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, our and Manscaped’s management.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

•        BLTS’s ability to complete the Business Combination or, if BLTS does not consummate such Business Combination, any other initial business combination;

•        satisfaction or waiver (if applicable) of the conditions to the Merger, including, among other things:

•        the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective stockholders of BLTS and equityholders of Manscaped, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) expiration or termination of the waiting period under the HSR Act, (iv) receipt of approval for listing on Nasdaq of the shares of ParentCo Class A Common Stock and ParentCo Warrants to be issued in connection with the Business Combination, (v) that BLTS have at least $5,000,001 of net tangible assets upon Closing; (vi) the absence of any injunctions; (vii) the employment agreements with Anh Hao Tran (also known as “Paul Tran”) and Kevin Datoo shall remain in full force and effect and neither of Paul Tran and Kevin Datoo have terminated or indicated an interest to terminate their employment with ParentCo following the Closing; and (viii) the Pre-Closing Restructuring (as defined below) shall have been completed in accordance with the terms of the Restructuring Agreement.

•        that the amount of cash available in the trust account, after deducting the amount required to satisfy BLTS’s obligations to its stockholders (if any) that exercise their rights to redeem their shares of BLTS Class A Common Stock pursuant to the BLTS Governing Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of BLTS or its affiliates) plus the PIPE Investment Amount at or prior to the Closing Date, is at least equal to the Minimum Available Cash Amount;

•        the occurrence of any other event, change or other circumstances that could give rise to the termination of the BCA;

•        the projected financial information, anticipated growth rate, and market opportunity of ParentCo;

•        the ability to obtain or maintain the listing of ParentCo Class A Common Stock and ParentCo Warrants on Nasdaq or the NYSE following the Business Combination;

•        our public securities’ potential liquidity and trading;

•        factors relating to the business, operations and financial performance of Manscaped and its subsidiaries, including:

•        our ability to raise financing in the future;

•        our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

•        BLTS officers and directors allocating their time to other businesses and potentially having conflicts of interest with BLTS’s business or in approving the Business Combination;

•        the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•        the impact of the regulatory environment and complexities with compliance related to such environment;

•        the impact of the COVID-19 pandemic;

•        reductions in discretionary consumer spending;

•        Manscaped’s relationships with retail customers and distributors;

•        Manscaped’s relationships with third-party manufacturers;

•        exposure to damage to Manscaped’s brand reputation;

•        the ability of Manscaped to manage risks from unanticipated business disruptions;

•        the ability of Manscaped to retain its officers and key employees;

•        the ability of Manscaped to comply with laws and regulations relating to privacy and the protection of data;

•        the ability of Manscaped to execute its business strategy;

•        the ability of Manscaped to respond to future product liability suits or product recalls;

•        the ability of Manscaped to maintain the popularity of successful products;

•        the ability of Manscaped to respond to intense competition and rapid changes associated with its industry;

•        the risks associated with doing business outside of the United States;

•        the ability of Manscaped to respond to attacks by hackers or other IT system breach or disruptions;

•        the ability of Manscaped to protect the confidentiality of its trade secrets;

•        the ability of Manscaped to manage its indebtedness;

•        Manscaped’s principal stockholders will control a significant percentage of ParentCo’s voting power and will be able to exert significant control over the direction of ParentCo’s business; and

•        other factors detailed under the section titled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us or Manscaped. There can be no assurance that future developments affecting us or Manscaped will be those that BLTS or Manscaped have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond BLTS’s control or the control of Manscaped) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section titled “Risk Factors” beginning on page 35 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. BLTS and Manscaped undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that “BLTS believes,” “Manscaped believes,” “ParentCo believes,” “we believe” and similar statements reflect our and Manscaped’s beliefs and opinions on the relevant subject. These statements are based upon information available to us or Manscaped, as the case may be, as of the date of this proxy statement/prospectus, and while we or Manscaped, as the case may be, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements as predictions of future events.

Before any BLTS stockholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the Special Meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

MARKET AND INDUSTRY DATA

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

This prospectus includes estimates regarding market and industry data and forecasts which are based on publicly available information, industry reports and publications, reports from government agencies and management’s estimates based on third-party data. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable. The third-party industry sources referenced in this prospectus include, among others, Research and Markets Report. We did not commission nor independently verify such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources, and we cannot assure you of the accuracy or completeness of such information contained in this prospectus. Such data involve risks and uncertainties and is subject to change based on various factors. See “Risk Factors” beginning on page 35 of this proxy statement/prospectus.

Questions And Answers For Stockholders Of BLTS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to BLTS’s stockholders. BLTS urges stockholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held virtually at            a.m., Pacific Time, on            , 2022.

Q:     Why am I receiving this proxy statement/prospectus?

A:     BLTS stockholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the BCA and approve the Business Combination. BLTS, Manscaped Holdings and the other parties thereto, have agreed to combine certain of their subsidiaries through a series of transactions that will result, among other things, in ParentCo becoming a publicly traded company on Nasdaq and acquiring a controlling interest in (with Intermediate Holdco, a wholly owned subsidiary of ParentCo, becoming the managing member of) Manscaped Holdings in an “Up-C” structure. Pursuant to the terms of the BCA, among other things: (i) BLTS and ParentCo will enter into a merger transaction pursuant to which BLTS will merge with and into ParentCo, pursuant to which the separate corporate existence of BLTS will cease and ParentCo will be the surviving corporation, (ii) ParentCo will, through a series of mergers and related transactions, acquire Manscaped, Inc., a wholly owned subsidiary of Manscaped Holdings, as well as a controlling interest in (and become the managing member of) Manscaped Holdings, which will continue to hold the Manscaped business.

         As a result of and upon the Effective Time, (1) each of the then issued and outstanding Class A Common Stock, par value $0.0001 per share, of BLTS (the “BLTS Class A Common Stock”), will convert automatically, on a one-for-one basis, into a share of Class A Common Stock, par value $0.0001 per share, of ParentCo (the “ParentCo Class A Common Stock”), (2) each of the then issued and outstanding Class B Common Stock, par value $0.0001 per share, of BLTS (the “BLTS Class B Common Stock”), will convert automatically, on a one-for-one basis, into a share of ParentCo Class A Common Stock, (3) each then issued and outstanding redeemable warrant of BLTS (the “BLTS Warrant”) will convert automatically into a redeemable warrant to acquire one share of ParentCo Class A Common Stock (the “ParentCo Warrant”) pursuant to the Warrant Amendment, (4) pursuant to an Exchange Agreement (the “Exchange Agreement”), to be entered into by Manscaped Holdings, ParentCo and certain other parties thereto, certain holders of unvested incentive units of Manscaped Holdings shall surrender their unvested incentive units in exchange for restricted stock units of ParentCo, and immediately thereafter, all exchanged incentive units of Manscaped Holdings shall be cancelled and (5) each of the then issued and outstanding units of BLTS that have not been previously separated into the underlying shares of BLTS Class A Common Stock and underlying BLTS Warrants upon the request of the holder thereof (the “BLTS units”), will be cancelled and will entitle the holder thereof to one share of ParentCo Class A Common Stock and one-half of one ParentCo Warrant. As used herein, “public shares” shall mean the shares of BLTS Class A Common Stock (including those that underlie the BLTS units) that were registered pursuant to the Registration Statement on Form S-1 and the shares of ParentCo Class A Common Stock issued as a matter of law upon the conversion thereof on the effective date of the ParentCo Merger.

         This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. For more information about the Business Combination, see the section titled “The BCA Proposal.” A copy of the BCA is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

         THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF BLTS AND MANSCAPED, CAREFULLY AND IN ITS ENTIRETY.

Q:     What proposals are stockholders of BLTS being asked to vote upon?

A:     At the Special Meeting, BLTS is asking holders of Common Stock to consider and vote upon:

•        a proposal to adopt the BCA;

•        the following 7 separate proposals to approve the following material differences between the BLTS Governing Documents and the Proposed Organizational Documents:

•        a proposal to change the authorized share capital;

•        a proposal to change the voting power of ParentCo Class B Common Stock to have 10 votes per share;

•        a proposal to change ParentCo’s name;

•        a proposal to change the number of directors;

•        a proposal to make ParentCo’s existence perpetual;

•        a proposal to eliminate various of provisions applicable only to blank check companies in the Proposed Organizational Documents; and

•        a proposal to add a lock up to the ParentCo bylaws;

•        a proposal to approve the election of 5 directors to serve staggered terms, who, upon consummation of the Business Combination, will be the directors of ParentCo, in addition to 2 directors to be appointed prior to Closing;

•        a proposal to approve for purposes of complying with applicable listing rules of Nasdaq, the issuance of (a) ParentCo Class A Common Stock and ParentCo Warrants to the BLTS security holders as consideration for their shares, warrants and units of BLTS pursuant to the Business Combination Agreement and the ParentCo Merger, (b) ParentCo Class A Common Stock to the PIPE Investors pursuant to the PIPE Investment and (c) shares of ParentCo Common Stock to certain Manscaped Unitholders as consideration for their shares of Manscaped, Inc. pursuant to the Business Combination Agreement and the Manscaped, Inc. Merger;

•        a proposal to approve the 2022 Equity Incentive Plan; and

•        a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting.

         If BLTS’s stockholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the BCA are waived by the applicable parties to the BCA, the BCA could terminate and the Business Combination may not be consummated. See the sections titled “BCA Proposal,” “Organizational Documents Proposals,” “Director Election Proposal,” “Stock Issuance Proposal,” “Equity Incentive Plan Proposal,” “Management Incentive Plan Proposal,” and “Adjournment Proposal.”

         BLTS will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders of BLTS should read it carefully.

         After careful consideration, BLTS’s board of directors has determined that the Transaction Proposals are in the best interests of BLTS and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

         The existence of financial and personal interests of one or more of BLTS’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of BLTS and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, BLTS’s officers have interests

in the Business Combination that may conflict with your interests as a stockholder. See the section titled “BCA Proposal — Interests of BLTS’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:     Are the proposals conditioned on one another?

A:     Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. If our stockholders do not approve each of the proposals, the Merger may not be consummated.

Q:     Why is BLTS proposing the Business Combination?

A:     BLTS was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

         Based on its due diligence investigations of Manscaped and the industry in which it operates, including the financial and other information provided by Manscaped in the course of BLTS’s due diligence investigations, the BLTS board of directors believes that the Business Combination with Manscaped is in the best interests of BLTS and its stockholders and presents an opportunity to increase stockholder value. However, there is no assurance of this. See the section titled “BCA Proposal — BLTS’s Board of Directors’ Reasons for the Business Combination” for additional information.

         Although BLTS’s board of directors believes that the Business Combination with Manscaped presents a unique business combination opportunity and is in the best interests of BLTS and its stockholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section titled “BCA Proposal — BLTS’s Board of Director’s Reasons for the Business Combination,” as well as in the sections entitled “Risk Factors — Risks Related to Manscaped’s Business and Industry.”

Q:     What consideration will BLTS stockholders receive in the Business Combination?

A:     As a result of and upon the Effective Time, (1) each of the then issued and outstanding shares of BLTS Class A Common Stock will convert automatically, on a one-for-one basis, into a share of ParentCo Class A Common Stock, (2) each of the then issued and outstanding shares of BLTS Class B Common Stock will convert automatically, on a one-for-one basis, into a share of ParentCo Class A Common Stock; (3) each then issued and outstanding BLTS warrant will convert automatically into a ParentCo Warrant, pursuant to the Warrant Amendment; and (4) each of the then issued and outstanding units of BLTS that have not been previously separated into the underlying shares of BLTS Class A Common Stock and underlying BLTS Warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of ParentCo Class A Common Stock and one-half of one ParentCo Warrant. For further details, see the section titled “BCA Proposal — The BCA — Consideration — ParentCo Merger Consideration.”

         Additionally, pursuant to the Sponsor Support Agreement, dated as of November 22, 2021 (the “Sponsor Support Agreement”), Bright Lights Sponsor LLC, a Delaware limited liability company and stockholder of BLTS (the “Sponsor”), has agreed immediately prior to the consummation of the ParentCo Merger (but subject to the prior satisfaction of all of the conditions to Closing), Sponsor will contribute, transfer, assign, convey and deliver to BLTS all of its 5,630,000 outstanding shares of BLTS Class B Common Stock, and in exchange, BLTS will issue to Sponsor 5,055,000 shares of BLTS Class A Common Stock. The Sponsor also agreed to subject 1,035,000 shares of its ParentCo common stock (the “Sponsor Earnout Shares”), which are comprised of two equal tranches, each tranche consisting of 517,500 shares (the “First Target Sponsor Earnout Shares” and the “Second Target Sponsor Earnout Shares,” respectively), to potential forfeiture to ParentCo for no consideration until the occurrence of certain earnout vesting conditions. If, at any time during the period beginning on the Closing Date and ending five years after the Closing Date (such period, the “Sponsor Earnout Period”), the closing share price of ParentCo Class A Common Stock for 20 out of any 30 consecutive trading days equals or exceeds $12.50, then the First Target Sponsor Earnout Shares, or if such price equals or exceeds $15.00 per share, then the Second Target Sponsor Earnout Shares, will immediately vest and no longer be subject

to forfeiture. If, upon the expiration of the Sponsor Earnout Period, either such condition has not been met, any Sponsor Earnout Shares that failed to vest will be automatically forfeited and transferred to ParentCo for no consideration. Additionally, in the event that there is an Earnout Strategic Transaction during the Sponsor Earnout Period, then, to the extent that the holders of shares of ParentCo Class A Common Stock receive a price per share of ParentCo Class A Common Stock (such price, the “Earnout Strategic Transaction Price”) that is greater than or equal to the applicable ParentCo trading price described above, any Sponsor Earnout Shares that have not previously vested will be deemed to have vested to the extent that such Sponsor Earnout Shares would have vested if the ParentCo trading price had been the Earnout Strategic Transaction Price for any 20 trading days within any period of 30 trading days during the Sponsor Earnout Period immediately prior to the closing of such transaction.

         On January 10, 2022, the Sponsor Support Agreement was amended (such amendment, the “SSA Amendment”). Pursuant to the SSA Amendment, the definition of “Earnout Strategic Transaction Price” was amended such that the Sponsor Earnout Shares to be issued are to be taken into account when determining the Earnout Strategic Transaction Price.

Q:     What will Manscaped Unitholders receive in the Business Combination?

A:     Pursuant to an Exchange Agreement (the “Exchange Agreement”), to be entered into by Manscaped Holdings, ParentCo and certain other parties thereto, certain holders of unvested incentive units of Manscaped Holdings shall surrender their unvested incentive units in exchange for restricted stock units of ParentCo, and immediately thereafter, all exchanged incentive units of Manscaped Holdings shall be cancelled. Under the Business Combination Agreement, at the Second Effective Time, by virtue of the Manscaped, Inc. Merger and pursuant to the terms of the Business Combination Agreement, each issued and outstanding share of Manscaped, Inc. stock immediately prior to the Second Effective Time shall be cancelled and converted into the right to receive (i) one share of ParentCo Class A Common Stock (and in the case of holders of voting units of the Company, one share of ParentCo Class B Common Stock) and (ii) the contingent right to receive the applicable earnout described below. For further details, see the section titled “BCA Proposal — The BCA — Consideration — Manscaped, Inc. Merger Consideration.”

Pursuant to the Business Combination Agreement and Manscaped Holdings’ limited liability company agreement (which will be amended and restated at Closing), following the achievement of certain milestones, ParentCo will issue ParentCo Class A Common Stock or restricted stock units in ParentCo Class A Common Stock to each holder of Manscaped, Inc. capital stock or restricted stock units of ParentCo as of immediately prior to the effective time of the Manscaped, Inc. Merger with a pro rata portion thereof in excess of zero (each, a “ParentCo Participant”) in accordance with such ParentCo Participant’s pro rata portion thereof (“ParentCo Earnout”), and Manscaped Holdings will issue earnout units in Manscaped Holdings to each holder of equity of Manscaped Holdings as of immediately following the Closing (each a “Manscaped Participant”) in accordance with such Manscaped Participant’s pro rata portion thereof (“Manscaped Earnout”). The earnout milestones are as follows: (A) if the closing share price of ParentCo Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period commencing on or after the 150th day after the date on which the Closing takes place (the “Closing Date”) and ending on or prior to the five-year anniversary of the Closing Date (such period, the “Earnout Period”); (B) if the closing share price of ParentCo Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period; and (C) if the closing share price of ParentCo Class A Common Stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period. The $12.50, $15.00 and $17.50 share price milestones, respectively, shall also be deemed to have been achieved if (1) after the Closing Date and prior to the five-year anniversary of the Closing Date, there is a merger, consolidation, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction with respect to ParentCo and its subsidiaries, taken as a whole, whereby all or substantially all of the holders of the outstanding shares of ParentCo Class A Common Stock have such shares converted, exchanged or otherwise replaced with the right to receive cash, securities or other property (an “Earnout Strategic Transaction”), or a definitive agreement providing therefor has been entered into during such time and such transaction is ultimately consummated, and (2) the per share value of the consideration to be received in such transaction equals or exceeds $12.50, $15.00 or $17.50 per share, respectively. Earnout shares or units in respect of each milestone may be issued and earned

only once. A total of 38,270,011 shares of ParentCo Class A Common Stock shall be subject to the earnout, taking into account both the ParentCo Earnout and the Manscaped Earnout (on an as converted to ParentCo Class A Common Stock basis).

         On January 10, 2022, the Business Combination Agreement was amended (such amendment, the “BCA Amendment”). The BCA Amendment provides that each of the outstanding Company LLC Units (as defined in the BCA) and the shares issuable pursuant to the applicable earnout milestone will be treated as converted to ParentCo Class A Common Stock, as applicable, issued and to be taken into account in calculating the per share price for purposes of determining whether any earnout milestone has been achieved in connection with an Earnout Strategic Transaction. Additionally, pursuant to the BCA Amendment, the definition of “Earnout Consideration” is amended with respect to each holder of ParentCo Class A Common Stock and each holder of restricted stock units of ParentCo to equal a portion of the available earnout shares or the available earnout restricted stock units, respectively, as determined by the Board of Managers of Manscaped Holdings. The BCA Amendment also removes the definition of “Earnout Pro Rata Portion”. The BCA Amendment also revises the figure in Section 2.4(a) of the BCA to read “22,244,958 Company LLC Units” and amends Section 6.3(a) of the BCA such that, if the registration statement of which this proxy statement/prospectus forms a part is not effective by February 15, 2022, Manscaped shall act in good faith to deliver to BLTS its audited financial statements as of and for the years ended December 31, 2021, as soon as reasonably practicable following such date.

Q:     What are the U.S. federal income tax consequences of the Mergers to Manscaped Unitholders?

A:     As discussed more fully under the section titled “Tax Consequences of the Mergers to Manscaped Unitholders,” the parties intend that the Mergers, taken together, qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), pursuant to a certain provision of the Code. Assuming that the Mergers so qualify, Manscaped Unitholders that receive solely shares of ParentCo Class A Common Stock in the Mergers will generally not recognize gain or loss upon the exchange of shares of Manscaped, Inc. stock for shares of ParentCo Class A Common Stock pursuant to the Mergers. There can be no assurance, however, that the IRS will not successfully assert an alternative characterization of the transactions contemplated by the Restructuring Agreement and the BCA, including the Mergers.

         The U.S. federal income tax consequences of the Mergers depend on each stockholder’s particular facts and circumstances. Accordingly, all Manscaped Unitholders are urged to consult their tax advisors regarding the tax consequences to them of the Mergers, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Mergers, see the section titled “U.S. Federal Income Tax Considerations.”

Q:     What equity stake will current BLTS stockholders and Manscaped Unitholders hold in ParentCo immediately after the consummation of the Business Combination?

A:     As of the date of this proxy statement/prospectus, there are 28,750,000 shares of BLTS Common Stock issued and outstanding, which includes 5,750,000 founder shares held by the Sponsor and related parties and 23,000,000 public shares. As of the date of this proxy statement/prospectus, there are 18,100,000 BLTS Warrants outstanding, which include the 6,600,000 private placement warrants held by the Sponsor and the 11,500,000 public warrants. Each whole warrant entitles the holder thereof to purchase one share of BLTS Class A Common Stock and, following the ParentCo Merger, will entitle the holder thereof to purchase one share of ParentCo Class A Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the BLTS fully diluted share capital would be 46,850,000.

         It is anticipated that, following the Business Combination, (1) BLTS’s public stockholders are expected to own approximately 13.27% of the outstanding ParentCo Common Stock, (2) Manscaped Unitholders (without taking into account any public shares held by Manscaped Unitholders prior to the consummation of the Business Combination) are expected to own approximately 74.36% of the outstanding ParentCo Common

Stock, (3) the Sponsor and related parties (including the Sponsor Related PIPE Investors) are expected to collectively own approximately 7.97% of the outstanding ParentCo Common Stock (after the exchange of 5,630,000 shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock pursuant to the Sponsor Support Agreement) and (4) the Third Party PIPE Investors are expected to own approximately 4.39% of the outstanding ParentCo Common Stock. These percentages assume (i) that no public stockholders exercise their redemption rights in connection with the Business Combination, (ii) no exercise of the public warrants, (iii) that Sponsor exchanges its 5,630,000 shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock pursuant to the Sponsor Support Agreement, (iv) full conversion of the outstanding LLC Units of Manscaped Holdings into ParentCo Class A Common Stock; and (v) that (x) ParentCo issues or reserves for issuance 76,778,705 shares of ParentCo Common Stock to certain Manscaped Unitholders as part of the consideration in connection with the Manscaped, Inc. Merger (and an additional 38,270,011 shares of ParentCo Class A Common Stock that may be issued after the Business Combination, to certain stockholders of Manscaped, Inc. prior to the Manscaped, Inc. Merger and certain equityholders of Manscaped Holdings following the Business Combination, upon the achievement of certain milestones as further described herein) and (y) ParentCo issues approximately 8,153,483 shares of ParentCo Common Stock to the PIPE Investors pursuant to the PIPE Investment. If the actual facts are different from these assumptions, the percentage ownership retained by the Company’s existing stockholders in ParentCo will be different. These figures, and the figures in the table below, do not take into account the shares of ParentCo common stock underlying any public warrants.

         The following table illustrates varying ownership levels in ParentCo immediately following the consummation of the Business Combination based on the assumptions above.

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(1)      Assumes that 17,250,000 public shares are redeemed at approximately $10.00 per share based on trust account figures as of December 31, 2021 (the closing of the PIPE Investment is conditioned on, among other things, that no more than 75% of the BLTS Class A Common Stock eligible for redemption, based upon not only the terms of BLTS’s certificate of incorporation but also any contractual arrangements between a holder of BLTS common shares and BLTS, shall have been submitted to BLTS for redemption and not withdrawn prior to the Closing).

(2)      Includes an estimated 22,244,958 shares of ParentCo Class A Common Stock and 1,605,908 restricted stock units of ParentCo expected to be issued to Manscaped Unitholders in connection with the Manscaped, Inc. Merger as well as 66,735,042 LLC Units of Manscaped Holdings, LLC which are exchangeable for ParentCo Class A Common Stock. Also includes 38,270,011 shares of ParentCo Class A Common Stock that may be issued after the Business Combination, to certain stockholders of Manscaped, Inc. prior to the Manscaped, Inc. Merger and certain equityholders of Manscaped Holdings following the Business Combination, upon the achievement of certain milestones as further described herein.

(3)      Includes 543,479 shares subscribed for by the Sponsor Related PIPE Investors and 5,175,000 shares (which number includes the Sponsor Earnout Shares) beneficially owned by the directors and officers of BLTS (after accounting for the exchange of 5,630,000 shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock pursuant to the Sponsor Support Agreement). Also includes 1,500,000 shares of ParentCo common stock that may be issued upon conversion of private placement warrants issued to the Sponsor pursuant to the Promissory Note, and 6,600,000 shares of ParentCo common stock underlying the Private Placement Warrants.

          For further details, see the section titled “BCA Proposal — The BCA — Consideration — Aggregate Merger Consideration.”

Q:     What are the possible sources and the extent of dilution that the public stockholders that elect not to redeem their shares will experience in connection with the Business Combination?

A:     After the completion of the Business Combination, BLTS’s public stockholders will own a significantly smaller percentage of the combined company than they currently own of BLTS. Consequently, BLTS’s public stockholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in BLTS.

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(1)      Assumes that 17,250,000 public shares are redeemed in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of December 31, 2021 (the closing of the PIPE Investment is conditioned on, among other things, that no more than 75% of the BLTS Class A Common Stock eligible for redemption, based upon not only the terms of BLTS’s certificate of incorporation but also any contractual arrangements between a holder of BLTS common shares and BLTS, shall have been submitted to BLTS for redemption and not withdrawn prior to the Closing).

(2)      Includes an estimated 22,244,958 shares of ParentCo Class A Common Stock and 1,605,908 restricted stock units of ParentCo expected to be issued to Manscaped Unitholders in connection with the Manscaped, Inc. Merger as well as 66,735,042 LLC Units of Manscaped Holdings, LLC which are exchangeable for ParentCo Class A Common Stock. Also includes 38,270,011 shares of ParentCo Class A Common Stock that may be issued after the Business Combination, to certain stockholders of Manscaped, Inc. prior to the Manscaped, Inc. Merger and certain equityholders of Manscaped Holdings following the Business Combination, upon the achievement of certain milestones as further described herein.

(3)      Includes 543,479 shares subscribed for by the Sponsor Related PIPE Investors and 5,175,000 shares (which number includes the Sponsor Earnout Shares) beneficially owned by the directors and officers of BLTS (after accounting for the exchange of 5,630,000 shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock pursuant to the Sponsor Support Agreement). Our directors and officers have the ability to purchase shares and warrants of ParentCo on the open market. Also includes 1,500,000 shares of ParentCo common stock that may be issued upon conversion of private placement warrants issued to the Sponsor pursuant to the Promissory Note, and 6,600,000 shares of ParentCo common stock underlying the Private Placement Warrants.

         Additionally, outstanding warrants to purchase an aggregate of 18,100,000 shares of ParentCo Class A Common Stock, comprised of 11,500,000 public warrants and 6,600,000 private placement warrants, will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. These warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Business Combination and 12 months from the closing of our initial public offering. The likelihood that these warrants will be exercised increases if the trading price of shares of ParentCo Class A Common Stock exceeds the exercise price of the warrants. The exercise price of these warrants will be $11.50 per share.

         Based on the closing price of $0.59 per warrant on Nasdaq on April 18, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, the public warrants and the private placement warrants have an aggregate market value of approximately $10.68 million. Additionally, even assuming maximum redemptions, based on the closing price of $0.59 per warrant on Nasdaq on April 18, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, and the retention of 8,625,000 public warrants (such number representing 75% of the 11,500,000 outstanding public warrants), the total value of the warrants that would be retained by redeeming stockholders would have an aggregate market value of approximately $5.09 million. However, there is no guarantee that the warrants will ever be in the money after they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

         To the extent such warrants are exercised, additional shares of ParentCo Class A Common Stock will be issued, which will result in dilution to the holders of ParentCo Common Stock and increase the number of shares eligible for resale in the public market. The dilution, as a percentage of outstanding shares, caused by the exercise of

the warrants will increase if a large number of BLTS Stockholders elect to redeem their shares in connection with the Business Combination. Holders of warrants do not have a right to redeem the warrants. Further, the redemption of BLTS Class A Common Stock without any accompanying redemption of public warrants will increase the dilutive effect of the exercise of public warrants. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of ParentCo Common Stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See the section titled “Risks Related to the Business Combination and BLTS—Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment.” See also “Risk Factors—Warrants will become exercisable for ParentCo Class A Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.”

         In addition to the share dilution described above, the underwriting commissions due to the underwriters upon the consummation of the Business Combination will represent a larger amount of the Trust Account as Public Stockholders exercise their redemption rights. See “Risk Factors — Deferred underwriting fees in connection with the IPO and payable at the consummation of the Business Combination will not be adjusted to account for redemptions by the Public Stockholders; if the Public Stockholders exercise their redemption rights, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase.”

         Set forth below is a table of the deferred underwriting fees in connection with the IPO as a percentage of the aggregate proceeds from the IPO retained by BLTS assuming no redemptions, 25% redemptions, 50% redemptions and maximum redemptions of BLTS Class A Common Stock by the Public Stockholders.

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(1)      Assumes that 17,250,000 public shares are redeemed in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of December 31, 2021 (the closing of the PIPE Investment is conditioned on, among other things, that no more than 75% of the BLTS Class A Common Stock eligible for redemption, based upon not only the terms of BLTS’s certificate of incorporation but also any contractual arrangements between a holder of BLTS common shares and BLTS, shall have been submitted to BLTS for redemption and not withdrawn prior to the Closing).

         The book value per diluted share for the combined company is expected to be approximately $7.52 per share assuming No Redemptions, $7.44 per share assuming 25% Redemptions, $7.35 per share assuming 50% Redemptions and $7.26 assuming Maximum Redemptions. The book value per diluted share is calculated as (a) total permanent equity on a pro forma combined basis under each redemption scenario divided by (b) the total number of diluted shares under each redemption scenario from the table above. The permanent equity on a pro forma combined basis includes amounts allocated to redeemable noncontrolling interest as the Manscaped Unitholders, on a diluted basis, would have exchanged all of their Manscaped Holdings LLC Units for ParentCo Class A Common Stock and the noncontrolling interest would no longer exist. The table above does not include the 35,344,135 Manscaped Holdings LTIP Units that will be granted as soon as reasonably practicable following the consummation of the Business Combination under the 2022 MIP. The Manscaped Holdings LTIP Units will be exchangeable for ParentCo Class A Common Stock. The book value per diluted share for the combined company, inclusive of the Manscaped Holdings LTIP Units, is $6.31 per share assuming No Redemptions, $6.21 per share assuming 25% Redemptions, $6.11 per share assuming 50% Redemptions and $6.00 per share assuming Maximum Redemptions.

Q:     How has the announcement of the Business Combination affected the trading price of the Company’s Class A Common Stock?

A:     On November 22, 2021, the trading date before the public announcement of the Business Combination, BLTS’s public units, Class A Common Stock and warrants closed at $10.12, $9.79 and $0.71, respectively. On April 18, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, BLTS’s public units, Class A Common Stock and warrants closed at $10.22, $9.91 and $0.59, respectively.

Q:     Will the Company obtain new financing in connection with the Business Combination?

A:     Yes. The PIPE Investors have agreed to purchase in the aggregate approximately 8,153,483 shares of ParentCo Class A Common Stock, for approximately $75,000,000 of gross proceeds, in the PIPE Investment. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination. See the section titled “BCA Proposal — Related Agreements — Subscription Agreements.”

Q:     What amendments will be made to the current constitutional documents of BLTS?

A:     The consummation of the Business Combination is conditioned, among other things, on the ParentCo Merger. Accordingly, in addition to voting on the Business Combination, BLTS’s stockholders are also being asked to consider and vote upon a proposal to approve the ParentCo Merger and replace BLTS Governing Documents, in each case, under the DGCL, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the BLTS Governing Documents in several respects, including the following:

Q:     What are the U.S. federal income tax consequences of the ParentCo Merger?

A:     As discussed more fully under the section titled “U.S. Federal Income Tax Considerations,” it is intended that the ParentCo Merger will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the ParentCo Merger so qualifies, holders of BLTS Class A Common Stock or warrants will generally not recognize gain or loss upon the exchange of such securities for ParentCo Class A Common Stock or warrants.

         The U.S. federal income tax consequences of the ParentCo Merger depend on each stockholder’s particular facts and circumstances. Accordingly, all holders are urged to consult their tax advisors regarding the tax consequences to them of the ParentCo Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the ParentCo Merger, see the section titled “U.S. Federal Income Tax Considerations.”

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public stockholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

         Notwithstanding the foregoing, if we seek stockholder approval of the Business Combination and we do not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares without the prior consent of BLTS. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash without the prior consent of BLTS.

         The Sponsor and each director and officer of BLTS agreed, for no consideration at the time of the IPO, to waive their redemption rights with respect to all of the founder shares and BLTS Common Stock held by them in connection with the consummation of the Business Combination, subject to the terms and conditions contemplated in the letter agreement, dated as of January 6, 2021.

         On a pro forma basis for the period from September 15, 2020 (inception), through December 31, 2020, the basic and diluted net loss per share attributable to BLTS Common Stock holders is $0.00 per share assuming no redemptions, assuming 25% redemptions, assuming 50% redemptions and assuming 75% redemptions. On a pro forma basis for the year ended December 31, 2021, the basic and diluted net loss per share attributable to BLTS Common Stock holders is $(0.05) per share assuming no redemptions and $(0.06) per share assuming 25% redemptions, and would increase to $(0.08) per share assuming 50% redemptions and $(0.12) per share assuming 75% redemptions.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and wish to exercise your right to redeem the public shares, you must:

(i)     (a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)    submit a written request to Continental, BLTS’s transfer agent, that ParentCo, the surviving corporation of the ParentCo Merger, redeem all or a portion of your public shares for cash; and

(iii)   deliver your public shares to Continental, BLTS’s transfer agent, electronically through The Depository Trust Company (“DTC”).

         Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Pacific Time, on            , 2022 (two business days before the Special Meeting) in order for their shares to be redeemed.

         The address of Continental, BLTS’s transfer agent, is listed under the question “Who can help answer my questions?” below.

         Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, BLTS’s transfer agent, directly and instruct them to do so.

         Public stockholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of BLTS’s creditors, if any, which could have priority over the claims of the public stockholder, regardless of whether such public stockholder votes or, if they do vote, irrespective of if they vote for or against the BCA Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the BCA Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the BCA Proposal at the Special Meeting. If you deliver your shares for redemption to Continental, BLTS’s transfer agent, and later decide prior to the Special Meeting not to elect redemption, you may request that BLTS’s transfer agent return the shares (electronically) to you. You may make such request by contacting Continental, BLTS’s transfer agent, at the phone number or address listed at the end of this section.

         Any corrected or changed written exercise of redemption rights must be received by Continental, BLTS’s transfer agent, prior to the vote taken on the BCA Proposal at the Special Meeting. If you deliver your public shares for redemption to Continental and later decide prior to the Special Meeting not to elect redemption, you may request that Continental return the shares (electronically). No request for redemption will be honored unless the holder’s public shares have been delivered (electronically) to Continental, BLTS’s agent, at least two business days prior to the vote at the Special Meeting.

         If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, ParentCo will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the ParentCo Merger and, accordingly, it is shares of ParentCo Class A Common Stock that will be redeemed immediately after consummation of the Business Combination.

         If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, BLTS’s transfer agent, directly and instruct them to do so. You are requested to cause your

public shares to be separated and delivered to Continental, BLTS’s transfer agent, by 5:00 p.m., Pacific Time, on            , 2022 (two business days before the Special Meeting) in order to exercise your redemption rights with respect to your public shares.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In most circumstances, it is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its ParentCo Common Stock will generally be treated as selling such ParentCo Common Stock, resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ParentCo Common Stock that such U.S. Holder owns or is deemed to own under certain constructive attribution rules (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section titled “U.S. Federal Income Tax Considerations.”

         All holders considering exercising redemption rights are urged to consult their tax advisors regarding the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:     What happens to the funds deposited in the trust account after consummation of the Business Combination?

A:      Following the closing of BLTS’s initial public offering, an amount equal to $230.0 million ($10.00 per unit) of the net proceeds from BLTS’s initial public offering and the sale of the private placement warrants was placed in the trust account. As of December 31, 2021, funds in the trust account totaled $230,014,425 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing), (2) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the BLTS Governing Documents (A) to modify the substance or timing of BLTS’s obligation to allow for redemption in connection with BLTS’s initial business combination or to redeem 100% of the public shares if it does not complete a business combination by January 11, 2023 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (3) the redemption of all of the public shares if BLTS is unable to complete a business combination by January 11, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

         Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of BLTS public shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of ParentCo following the Business Combination. See the section titled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q:     What happens if a substantial number of the public stockholders vote in favor of the BCA Proposal and exercise their redemption rights?

A:     Our public stockholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are reduced as a result of redemptions by public stockholders.

         The BCA provides that the obligations of Manscaped to consummate the Business Combination are conditioned on, among other things, that as of the Closing, the Trust Amount plus the PIPE Investment Amount is at least equal to the Minimum Available Cash Amount. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the BCA, then the BCA could terminate and the proposed Business Combination may not be consummated. In addition, in no event will we redeem public shares in an amount that would cause ParentCo’s net tangible assets (as determined in accordance with Rule 3a5 1-1 (g)(1) of the Exchange Act) to be less than $5,000,001.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     The BCA is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective stockholders of BLTS and equityholders of Manscaped, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) expiration or termination of the waiting period under the HSR Act, (iv) receipt of approval for listing on Nasdaq of the shares of ParentCo Class A Common Stock and ParentCo Warrants to be issued in connection with the Business Combination, (v) that BLTS have at least $5,000,001 of net tangible assets upon Closing; (vi) the absence of any injunctions; (vii) the employment agreements with Paul Tran and Kevin Datoo shall remain in full force and effect and neither of Paul Tran and Kevin Datoo have terminated or indicated an interest to terminate their employment with ParentCo following the Closing; and (viii) satisfaction of the Minimum Cash Condition.

         In addition, prior to the Closing, Manscaped will consummate the restructuring transactions as set forth in the BCA (the “Pre-Closing Restructuring”), and it is a condition to the obligations of BLTS and its subsidiaries to consummate the Business Combination that the Pre-Closing Restructuring has been completed.

         For more information about conditions to the consummation of the Business Combination, see the section titled “BCA Proposal — The BCA.”

Q:     How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post Business Combination?

A:     The private placement warrants are identical to the warrants sold as part of the units in BLTS’s initial public offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of BLTS’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights.

         In addition, following the consummation of the Business Combination, ParentCo has the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of ParentCo’s common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which ParentCo sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by ParentCo, ParentCo may exercise its redemption right even if ParentCo is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, ParentCo may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants as described above could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, ParentCo expects would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by ParentCo so long as they are held by the Sponsor or its permitted transferees. ParentCo does not intend to pay cash dividends for the foreseeable future.

         In the event ParentCo determines to redeem the outstanding warrants, holders of the outstanding warrants would be notified of such redemption as described in the Warrant Agreement (as amended). For more information, see “Risk Factors — We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.”

Q:     How do Redemptions of BLTS Class A Common Stock Impact the Closing of The Business Combination and the Minimum Cash Condition?

A:      The Minimum Cash Condition is solely for the benefit of Manscaped and, as a result, Manscaped has the sole right to waive the Minimum Cash Condition and, subject to satisfaction or waiver of the other conditions to the closing of the Business Combination, to cause the closing of the Business Combination to occur even if the Available Bright Lights

Cash balance is less than $75.0 million. Based on the amount of $230 million in the Trust Account as of            , 2022, and taking into account the anticipated proceeds of $75 million from the PIPE Investment, if all 23,000,000 shares of BLTS Class A Common Stock are redeemed, the Minimum Cash Condition will still be satisfied.

However, the closing of the PIPE Investment is conditioned on, among other things, that no more than 75% of the BLTS Class A Common Stock eligible for redemption (based upon not only the terms of BLTS’s certificate of incorporation but also any contractual arrangements between a holder of BLTS common shares and BLTS), shall have been submitted to BLTS for redemption and not withdrawn prior to the Closing. Assuming a redemption value of $10.00 per share, no more than 17,250,000 shares of BLTS Class A Common Stock may be redeemed for BLTS to meet this condition. This condition may be waived by a 90% majority in interest of the investors in the PIPE Investment (based on the collective amounts committed to purchase).

Accordingly, if BLTS experiences more than 75% redemptions and the investors in the PIPE Investment do not fund the PIPE Investment, the Available Bright Lights Cash balance would fall below $57.5 million. As a result, Manscaped does not expect to waive the Minimum Cash Condition. However, in the event that Manscaped does waive the Minimum Cash Condition, BLTS and Manscaped would require the agreement of the PIPE Investors to waive their closing condition relating to the maximum redemption percentage, in order for the PIPE transaction to close. In the event these parties are unwilling to waive their respective closing conditions, BLTS and Manscaped may be required to seek alternative financing arrangements in order to ensure sufficient funds in order to repay the existing Manscaped indebtedness in full and facilitate additional investment in the on-going business.

In addition, even if the Minimum Cash Condition was waived by Manscaped, pursuant to the BLTS Existing Organizational Documents, in no event will BLTS redeem public shares in an amount that would cause BLTS’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

Q:     When do you expect the Business Combination to be completed?

A:     It is currently expected that the Business Combination will be consummated in the first half of 2022. This date depends, among other things, on the approval of the proposals to be put to BLTS stockholders at the Special Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by BLTS’s stockholders at the Special Meeting and BLTS elects to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting. For a description of the conditions for the completion of the Business Combination, see the section titled “BCA Proposal — The BCA.”

Q:     What happens if the Business Combination is not consummated?

A:     BLTS will not complete the ParentCo Merger unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the BCA. If BLTS is not able to complete the Business Combination with Manscaped or another business combination by January 11, 2023, in each case, as such date may be extended pursuant to the BLTS Governing Documents (the “Extended Period”), BLTS will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible, but no more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the officers and directors of BLTS have entered into agreements with BLTS, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if BLTS fails to complete its initial business combination within 24 months from the closing of the initial public offering or during any Extended Period. However, if the initial stockholders or officers and directors of BLTS acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if BLTS fails to complete the initial business combination within the prescribed time period.

         Pursuant to the Letter Agreement, dated as of January 6, 2021, by and among BLTS, the Sponsor and each of the executive officers and directors of BLTS, the Sponsor and directors and officers of BLTS agreed, for no consideration at the time of the IPO, to waive their redemption rights with respect to all of the Founder Shares and any public shares held by them.

Q:     Do I have appraisal rights in connection with the proposed Business Combination and the proposed ParentCo Merger?

A:     Neither BLTS’s stockholders nor BLTS’s warrant holders have appraisal rights in connection with the Business Combination or the ParentCo Merger under the DGCL.

Q:     What are the material differences, if any, in the terms and price of securities issued at the time of BLTS’s initial public offering as compared to the securities that will be issued as part of the PIPE Investment at the closing of the Business Combination? Will the Sponsor or any of its directors, officers or affiliates participate in the PIPE Investment?

A:     BLTS issued BLTS units in its initial public offering at an offering price of $10.00 per BLTS unit, with each BLTS unit consisting of one share of BLTS Class A Common Stock and one-half of one redeemable warrant to acquire one share of BLTS Class A Common Stock. Pursuant to the Business Combination, (i) the holders of shares of BLTS Common Stock issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) will receive one share of ParentCo Class A Common Stock in exchange for each share of BLTS Common Stock held by them, (ii) the holders of each whole warrant to purchase BLTS Common Stock will receive one warrant to purchase ParentCo Class A Common Stock at an exercise price of $11.50 per share in exchange for each whole warrant to purchase BLTS Common Stock pursuant to the Warrant Amendment, (iii) each of the then issued and outstanding BLTS units that have not been previously separated into the underlying shares of BLTS Class A Common Stock and underlying BLTS warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of ParentCo Class A Common Stock and one-half of one ParentCo Warrant. In connection with the consummation of the Business Combination, the PIPE Investors will purchase ParentCo Class A Common Stock at $9.20 per share as part of the PIPE Investment and will therefore hold the same security as the holders of BLTS Common Stock immediately after the Business Combination.

Certain affiliates of the Sponsor are participating in the PIPE Investment and have agreed to invest up to an aggregate of approximately $5 million on generally similar terms as the other PIPE Investors in the PIPE Investment.

Q:     What do I need to do now?

A:     BLTS urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a stockholder or warrant holder. BLTS’s stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     How do I vote?

A:     If you are a holder of record of BLTS Common Stock on the record date for the Special Meeting, you may vote in person at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee

cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Q:     When and where will the Special Meeting be held?

A:     The Special Meeting will be held at            a.m., Pacific Time, on            , 2022, unless the Special Meeting is adjourned. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast on the Internet. BLTS stockholders will be able to attend the Special Meeting remotely and vote their shares electronically during the Special Meeting by visiting the virtual meeting website at            and entering the control number included on their proxy card.

Q:     Who is entitled to vote at the Special Meeting?

A:     BLTS has fixed            , 2022 as the record date for the Special Meeting. If you were a stockholder of BLTS at the close of business on the record date, you are entitled to vote on matters that come before the Special Meeting. However, a stockholder may only vote his or her shares if he or she is present in person or is represented by proxy at the Special Meeting.

Q:     How many votes do I have?

A:     BLTS stockholders are entitled to one vote at the Special Meeting for each share of BLTS Common Stock held of record as of the record date. As of the close of business on the record date for the Special Meeting, there were 28,750,000 shares of BLTS Common Stock issued and outstanding, of which 23,000,000 were issued and outstanding public shares.

Q:     What constitutes a quorum?

A:     A quorum of BLTS stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if the holders of a majority of the issued and outstanding shares of capital stock of BLTS entitled to vote at the Special Meeting are represented in person or by proxy. As of the record date for the Special Meeting, 14,375,001 shares of BLTS Common Stock would be required to achieve a quorum.

Q:     What vote is required to approve each proposal at the Special Meeting?

A:     The following votes are required for each proposal at the Special Meeting:

(i)     BCA Proposal:    The BCA Proposal requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock. An abstention will have the effect of a vote “AGAINST” the BCA Proposal. Broker non-votes will have no effect on the vote for the BCA Proposal. Pursuant to the Sponsor Support Agreement, the Sponsor and certain of BLTS’s officers and directors have agreed to vote shares representing 20.0% of the aggregate voting power of the BLTS Common Stock in favor of the BCA Proposal. As such, only the affirmative vote of 8,625,001, or 37.5%, more of the outstanding public shares are required in order to approve the BCA Proposal.

(ii)     Organizational Documents Proposals:    (i) the separate approval of each of the Organizational Documents Proposals requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock; and (ii) Organizational Documents Proposal A (Changes in Share Capital) and Organizational Documents Proposal B (Changes in Voting Power) require the affirmative vote of the holders of at least a majority of the outstanding shares of BLTS Class B Common Stock and at least a majority of the outstanding shares of BLTS Class A Common Stock, in each case voting separately as a single class. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Organizational Documents Proposals.

Pursuant to the Sponsor Support Agreement, the Sponsor and certain of BLTS’s officers and directors have agreed to vote shares representing 20.0% of the aggregate voting power of the BLTS Common Stock in favor of each of the Organizational Documents Proposals. As such, (i) only the affirmative vote of 8,625,001, or 37.5%, more of the outstanding public shares are required in order to approve the Organizational Documents Proposals (except with respect to Organizational Documents Proposal A (Changes in Share Capital) and Organizational Documents Proposal B (Changes in Voting Power), as described below); (ii) the affirmative vote of any additional shares of BLTS Class B Common Stock is not required in order to approve Organizational Documents Proposal A (Changes in Share Capital) and Organizational Documents Proposal B (Changes in Voting Power); and (iii) only the affirmative vote of 11,500,001, or 50.0%, of the outstanding shares of BLTS Class A Common Stock are required in order to approve Organizational Documents Proposal A (Changes in Share Capital) and Organizational Documents Proposal B (Changes in Voting Power).

(iii)   Director Election Proposal:    The directors subject to the Director Election Proposal will be elected by a plurality of the votes cast, online or by proxy. This means that the five director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Abstentions and broker non-votes will have no effect on the Director Election Proposal.

(iv)   Stock Issuance Proposal:    The Stock Issuance Proposal requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. Abstentions will have the effect of a vote “AGAINST” the Stock Issuance Proposal. Broker non-votes will have no effect on the vote for the Stock Issuance Proposal. Pursuant to the Sponsor Support Agreement, the Sponsor and certain of BLTS’s officers and directors have agreed to vote shares representing 20.0% of the aggregate voting power of the BLTS Common Stock in favor of the Stock Issuance Proposal. As such, assuming all outstanding shares of BLTS Common Stock are present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting, only the affirmative vote of 8,625,001, or 37.5%, more of the outstanding public shares are required in order to approve the Stock Issuance Proposal.

(v)     Equity Incentive Plan Proposal:    The Equity Incentive Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. Abstentions will have the effect of a vote “AGAINST” the Equity Incentive Plan Proposal. Broker non-votes will have no effect on the vote for the Equity Incentive Plan Proposal. Pursuant to the Sponsor Support Agreement, the Sponsor and certain of BLTS’s officers and directors have agreed to vote shares representing 20.0% of the aggregate voting power of the BLTS Common Stock in favor of the Equity Incentive Plan Proposal. As such, assuming all outstanding shares of BLTS Common Stock are present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting, only the affirmative vote of 8,625,001, or 37.5%, more of the outstanding public shares are required in order to approve the Equity Incentive Plan Proposal.

(vi)   Management Incentive Plan Proposal:    The Management Incentive Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. Abstentions will have the effect of a vote “AGAINST” the Management Incentive Plan Proposal. Broker non-votes will have no effect on the vote for the Management Incentive Plan Proposal. Pursuant to the Sponsor Support Agreement, the Sponsor and certain of BLTS’s officers and directors have agreed to vote shares representing 20.0% of the aggregate voting power of the BLTS Common Stock in favor of the Management Incentive Plan Proposal. As such, assuming all outstanding shares of BLTS Common Stock are present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting, only the affirmative vote of 8,625,001, or 37.5%, more of the outstanding public shares are required in order to approve the Management Incentive Plan Proposal.

(vii)  Adjournment Proposal:    The Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. Abstentions will have the effect of a vote “AGAINST” the Adjournment Proposal. Broker-non votes have no effect on the vote for the Adjournment Proposal. Pursuant to the Sponsor Support Agreement, the Sponsor and certain of BLTS’s officers and directors have agreed to vote shares representing 20.0% of the aggregate voting power of the BLTS Common Stock in favor of the Adjournment Proposal. As such, assuming all outstanding shares of

Risk Factors

BLTS stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Manscaped Holdings, LLC and its subsidiaries prior to the consummation of the Business Combination, which will be the business of ParentCo and its subsidiaries (including Manscaped Holdings, LLC and Manscaped, Inc.) following the consummation of the Business Combination.

Risks Related to Manscaped’s Business, Brand, Products and Industry

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other information in this prospectus, including our consolidated financial statements and the related notes and “Manscaped’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in shares of our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations and prospects could be adversely affected. In this case, the trading price of our common stock could decline and you might lose part or all of your investment.

Our significant growth may not be indicative of our future growth and, if we continue to grow rapidly, we may not be able to effectively manage our growth or evaluate our future prospects. If we fail to effectively manage our future growth or evaluate our future prospects, our business could be adversely affected.

We have experienced significant growth since our launch in 2016. For example, our revenue increased from $65 million in 2019 to $210.7 million in 2020 to $297.2 million in 2021. The number of our full-time employees increased from 49 at December 31, 2019 to 119 at December 31, 2020 to 199 at December 31, 2021. This growth has placed significant demands on our management, financial, operational, technological and other resources. The anticipated growth and expansion of our business depends on a number of factors, including our ability to:

•        increase awareness of our brand and successfully compete with other companies;

•        price our products effectively so that we are able to attract new consumers and expand sales to our existing consumers;

•        expand distribution to new points of sale with new and existing consumers;

•        continue to innovate and introduce new products;

•        maintain and improve our technology platform supporting our e-commerce business;

•        expand our supplier and fulfillment capacities;

•        maintain quality control over our product offerings; and

•        expand internationally.

Such growth and expansion of our business will place significant demands on our management and operations teams and require significant additional resources, financial and otherwise, to meet our needs, which may not be available in a cost-effective manner, or at all. We expect to continue to expend substantial resources on:

•        our sales and marketing efforts to increase brand awareness, further engaging our existing and prospective consumers, and driving sales of our products;

•        product innovation and development;

•        technology platform maintenance to support sales of our products;

•        general administration, including increased finance, legal and accounting expenses associated with being a public company; and

•        expanding internationally.

These investments may not result in the growth of our business. Even if these investments do result in the growth of our business, if we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy consumer requirements or maintain high-quality product offerings, any of which could adversely affect our business, financial condition, results of operations and prospects. You should not rely on our historical rate of revenue growth as an indication of our future performance or the rate of growth we may experience in any new category or internationally.

In addition, to support continued growth, we must effectively integrate, develop and motivate a large number of new employees while maintaining our corporate culture. We face significant competition for personnel. To attract top talent, we have had to offer, and expect to continue to offer, competitive compensation and benefits packages before we can validate the productivity of new employees. We may also need to increase our employee compensation levels to remain competitive in attracting and retaining talented employees. The risks associated with a rapidly growing workforce will be particularly acute as we choose to expand into new product categories and global markets. Additionally, we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts, and employee morale, productivity and retention could suffer, which could have an adverse effect on our business, financial condition, results of operations and prospects.

We are also required to manage numerous relationships with various vendors and other third parties. Further growth of our operations, vendor base, fulfillment centers, information technology systems or internal controls and procedures may not be adequate to support our operations. If we are unable to manage the growth of our organization effectively, our business, financial condition, results of operations, and prospects may be adversely affected.

Our quarterly operating results may fluctuate, which could cause our stock price to decline.

Our quarterly operating results may fluctuate for a variety of reasons, many of which are beyond our control, including:

•        fluctuations in revenue, including as a result of adverse market conditions due to the COVID-19 pandemic and the opening of retail and travel opportunities as the pandemic abates, the seasonality of market transactions and fluctuations in sales through our retail and digital channels;

•        the amount and timing of our operating expenses;

•        our success in attracting new and maintaining relationships with existing retail and digital marketplace partners;

•        our success in executing on our strategy and the impact of any changes in our strategy;

•        the timing and success of product launches, including new products that we may introduce;

•        the success of our marketing efforts;

•        adverse economic and market conditions, such as those related to the current COVID-19 pandemic, currency fluctuations and other adverse global events;

•        disruptions in our supply chain, the ability of our third-party manufacturers to produce our products, ability of our distributors to distribute our products, or in our shipping arrangements;

•        the impact of competitive developments and our response to those developments;

•        fluctuations in inventory and working capital; and

•        our ability to recruit and retain employees.

Fluctuations in our quarterly operating results and the price of our common stock may be particularly pronounced in the current economic environment due to the uncertainty caused by and the unprecedented nature of the current COVID-19 pandemic, consumer spending patterns, and the impacts of the gradual reopening of the offline economy and lessening of restrictions on movement and travel as the COVID-19 pandemic abates. Fluctuations in our quarterly operating results may cause those results to fall below our financial guidance or other projections, or the expectations of analysts or investors, which could cause the price of our common stock to decline. Fluctuations in our results could also cause other problems, including, for example, analysts or investors changing their models for valuing our common stock, particularly post-pandemic. We could experience short-term liquidity issues, our ability to retain or attract key personnel may diminish, and other unanticipated issues may arise.

In the future, the COVID-19 pandemic may cause a material adverse impact on our operation and financial performance including an increase in supply chain, fulfilment and freight costs, and a reduced demand for our products, particularly if it results in a recessionary global economic environment. Additionally, we cannot provide assurances that increases in demand will continue and we may see a decline in online shopping and demand for our products when the COVID-19 pandemic subsides, which could adversely affect our business, financial condition and results of operations. The COVID-19 pandemic significantly changed consumer spending habits on goods due to government stimulus money, stay-at-home orders and other factors which resulted in an estimated increase in net sales of approximately $15 million between Q1 2020 and Q3 2020, with normalized revenue growth subsequent to Q3 2020. Consumers tended to increase their spending on personal goods and reduce their spending on services. To the extent that consumer spending habits change it could decrease our sales and negatively impact our business, financial condition, results of operations and prospects.

We believe that our quarterly operating results may vary in the future and that period-to-period comparisons of our operating results may not be meaningful. For example, our overall historical growth rate and the impacts of the COVID-19 pandemic may have overshadowed the effect of seasonal variations on our historical operating results. Any seasonal effects may change or become more pronounced over time, which could also cause our operating results to fluctuate. You should not rely on the results of any given quarter as an indication of future performance.

The COVID-19 pandemic could continue to have an adverse effect on supply chain.

In connection with the COVID-19 pandemic, governments have implemented significant measures, including closures, quarantines, travel restrictions and other social distancing directives, intended to control the spread of the virus. Companies have also taken precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. The impact of the COVID-19 pandemic on any of our suppliers, manufacturers, retail or ecommerce partners or transportation or logistics providers may negatively affect the price and availability of our materials and impact our supply chain. Currently, the cost and timing of transportation from our suppliers has increased from historical levels. During the second, third and fourth quarters of fiscal year 2021, we experienced an increase in inbound freight costs of approximately $5.3 million as we changed the mix of our air and ship freight carriers due to the challenges in the market, as transpacific ships and trade lanes were overburdened with volume and experienced a significant shortage of equipment and capacity. As part of our strategy to manage potential disruptions to our supply chain, we have purchased inventory in amounts that we believe are sufficient to help mitigate any further potential disruptions to our supply chain. Given the fluid nature of the COVID-19 pandemic and uncertainties regarding the related supply chain disruptions, future disruptions to our supply chain could have an adverse effect on our business, financial condition, results of operations and prospects.

The conflict between Russia and Ukraine, and related sanctions, could negatively impact us.

The conflict between Russia and Ukraine has led to and is expected to continue to lead to disruption, instability and volatility in global markets and industries. Our business could be negatively impacted by such conflict. The U.S. government and other governments in jurisdictions in which we operate have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls. The impact of these measures, as well as potential responses to them by Russia, is currently unknown and they could adversely affect our business, supply chain, partners or customers.

Our results of operations could be negatively impacted by inflation or deflation in supply chain costs, including raw materials, sourcing, transportation and energy.

Our products are manufactured by third-party manufacturers and are subject to changes in their underlying manufacturing costs, including due to fluctuations in the price of oil. We also use third parties for transportation and are similarly exposed to fluctuations in freight costs to transport goods from our suppliers to our distribution facilities, and from there to our customers, as well as the price of diesel fuel in the form of freight surcharges on customer shipments and the cost of gasoline. Inflation in these costs could result in significant cost increases. If we are unable to mitigate any cost increases from the foregoing factors through various customer pricing actions and/or cost reduction initiatives, our financial condition may be adversely affected. Conversely, in the event that there is deflation, we may experience pressure from our customers to reduce prices. There can be no assurance that we would be able to reduce our cost base (through negotiations with suppliers or other measures) to offset any such price concessions, which could adversely impact our results of operations and cash flows.

Adverse U.S. and global economic conditions could negatively impact Manscaped’s business, prospects, results of operations, financial condition or cash flows.

Manscaped’s business and operations are sensitive to global economic conditions. These conditions include interest rates, energy costs, inflation, recession, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A material decline in the economic conditions affecting consumers, which cause a reduction in disposable income for the average consumer, may change consumption patterns, and may result in a reduction in spending or a switch to cheaper products. Additionally, Manscaped’s products may be regarded by users as expendable. As such, demand for Manscaped’s products may be particularly sensitive to economic conditions such as inflation, recession, high energy costs, unemployment, changes in interest rates and money supply, changes in the political environment and other factors beyond Manscaped’s control, any combination of which could result in a material adverse effect on Manscaped’s business, results of operations and financial condition.

Supply chain and shipping disruptions could result in shipping delays, a significant increase in shipping costs, and could increase product costs and result in lost sales, which may have a material adverse effect on our business, operating results and financial condition.

We and our manufacturers and suppliers could experience supply chain disruptions and shipping disruptions, including disruptions or delays in loading cargo in ports of origin or off-loading cargo at ports of destination, as a result of global economic conditions, the COVID-19 pandemic, congestion in port terminal facilities, labor supply and shipping container shortages, inadequate equipment and persons to load, dock and offload container vessels and for other reasons. Any such disruptions could impact our ability to receive products from our manufacturers and suppliers, to distribute our finished products to our customers in a cost-effective and timely manner and to meet customer demand, all of which could have an adverse effect on our financial condition and results of operations. While we have taken steps to minimize the impact of any such disruptions, there can be no assurances that these measures will be effective, or that further unforeseen events impacting the supply chain will not have a material adverse effect on us in the future. Additionally, the impacts that supply chain disruptions have on our manufacturers and suppliers are not within our control, and we cannot predict how long it would take for any such disruptions to cease or ease. Prolonged supply chain disruptions impacting us and our manufacturers and suppliers could interrupt product manufacturing, increase raw material and product lead times, increase raw material and product costs, impact our ability to meet customer demand and result in lost sales, all of which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to compete successfully in our highly competitive market.

The markets in which we operate are highly competitive and rapidly evolving, with many new brands and product offerings emerging in the marketplace. We face significant competition from both established, well-known legacy CPG players and emerging direct-to-consumer brands. Numerous brands and products compete for limited shelf space in the retail channel, and for favorable positioning and promotion among digital marketplace partners. We compete based on various product attributes including effectiveness and design, as well as our ability to establish direct relationships with our consumers through digital channels and subscriptions.

Select competitors in the men’s grooming market include Braun, Phillips, Wahl, Remington, Meridian, Ballsy, Proctor & Gamble. Many of these competitors have substantially greater financial and other resources than us and some of their products are well accepted in the marketplace today. Many also have longer operating histories, larger fulfilment infrastructures, greater technical capabilities, faster shipping times, lower-cost shipping, lower operating costs, greater financial, marketing, institutional and other resources, and larger consumer bases than we do. These factors may also allow our competitors to derive greater revenue and profits from their existing consumer bases, acquire consumers at lower costs or respond more quickly than we can to new or emerging technologies and changes in product trends and consumer shopping behavior. These competitors may engage in more extensive research and development efforts, enter into or expand their presence in any or all ecommerce or retail channels where we compete, undertake more far-reaching marketing campaigns, and adopt more aggressive pricing policies, which may allow them to build larger consumer bases or generate revenue from their existing consumer bases more effectively than we do. As a result, these competitors may be able to offer comparable or substitute products to consumers at similar or lower costs. This could put pressure on us to lower our prices, resulting in lower revenue and margins or cause us to lose market share even if we lower prices.

We expect competition in the CPG industry to continue to increase. We believe that our ability to compete successfully in this market depends upon many factors both within and beyond our control, including:

•        the size and composition of our consumer base;

•        the number of products that we offer and feature across our sales channels;

•        our information technology infrastructure;

•        the quality and responsiveness of our customer service;

•        our selling and marketing efforts;

•        the quality and price of the products that we offer;

•        the convenience of the shopping experience that we provide on our website;

•        our ability to distribute our products and manage our operations; and

•        our reputation and brand strength.

If we fail to compete successfully in this market, our business, financial condition, results of operations and prospects could be adversely affected.

If we fail to cost-effectively acquire new consumers or retain our existing consumers, our business could be adversely affected. Our sales and profit are dependent upon our ability to expand our existing consumer relationships and acquire new consumers.

Our success, and our ability to increase revenue and achieve profitability, depend in part on our ability to cost-effectively acquire new consumers, retain existing consumers and keep existing consumers engaged so that they continue to purchase our products. While we intend to continue to invest significantly in sales and marketing to educate consumers about our brand, our values and our products, there is no assurance that these efforts will generate further demand for our products or expand our consumer base. Our ability to attract new consumers and retain our existing consumers will depend on, among other items, the perceived value and quality of our products, consumer demand for thoughtfully designed and effective products at a premium, competitive offering, our ability to offer new and relevant products, and the effectiveness of our marketing efforts. We may also lose loyal consumers to our competitors if we are unable to meet consumer demand in a timely manner. If we are unable to cost-effectively acquire new consumers, retain existing consumers and keep existing consumers engaged, our business, financial condition, results of operations and prospects could be adversely affected.

Any strategies we employ to pursue this growth are subject to numerous factors outside of our control. The expansion of our business also depends on our ability to increase sales through ecommerce channels and increase breadth and depth of distribution at retail partners. Any growth within our existing distribution channels may also affect our existing consumer relationships and present additional challenges, including those related to pricing strategies. Our direct connections to our consumers may become more limited as we expand our non-DTC channels.

Additionally, we may need to increase or reallocate spending on marketing and promotional activities, such as temporary price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities, and these expenditures are subject to risks, including risks related to consumer acceptance of our efforts. Our strategy to grow international sales may also increase our marketing spend. Our failure to obtain new consumers, or expand our business with existing consumers, could have an adverse effect on our business, financial condition, results of operations and prospects.

We also use paid and non-paid advertising. Our paid advertising may include search engine marketing, display, paid social media, product placement, and traditional advertising, such as direct mail, television, radio and magazine advertising. Our non-paid advertising efforts include search engine optimization, non-paid social media and e-mail marketing. We drive a significant amount of traffic to our website via search engines and, therefore, rely heavily on search engines. Search engines frequently update and change the logic that determines the placement and display of a user’s search results, such that the purchased or algorithmic placement of links to our website can be negatively affected. Moreover, a search engine could, for competitive or other purposes, alter its search algorithms or results, causing our website to place lower in search query results.

We also drive a significant amount of traffic to our website via social networking or other ecommerce channels used by our current and prospective consumers. As social networking and ecommerce channels continue to rapidly evolve, we may be unable to develop or maintain a presence within these channels. If we are unable to cost-effectively drive traffic to our website, our ability to acquire new consumers could be adversely affected. Additionally, if we fail to increase our revenue per active consumer, generate repeat purchases or maintain high levels of consumer engagement, our business, financial condition, results of operations and prospects could be adversely affected.

Failure to introduce new products may adversely affect our ability to continue to grow.

A key element of our growth strategy depends on our ability to develop and market new men’s grooming products that meet our standards for quality and appeal to our consumers. The success of our innovation and product development efforts is affected by our ability to anticipate changes in consumer preferences, the technical capability of our innovation staff, developing products and prototypes, our ability to comply with applicable governmental regulations, and the success of our management and sales and marketing teams in introducing and marketing new products. Our product offerings have changed since our launch, which makes it difficult to forecast our future results of operations. There can be no assurance that we will successfully develop and market new products that appeal to consumers. For example, products we develop may not contain the product attributes desired by our consumers. Any such failure may lead to a decrease in our growth, sales, and ability to achieve profitability, which could adversely affect our business, financial condition, results of operations and prospects.

Additionally, the development and introduction of new products requires substantial marketing expenditures, which we may be unable to recoup if new products do not gain widespread market acceptance. If we are unsuccessful in meeting our objectives with respect to new or improved products, our business, financial condition, results of operations and prospects could be adversely affected.

The loss of a significant third-party retail partner could negatively impact our sales and ability to achieve or maintain profitability.

In 2021, we generated approximately 34% of our total revenue from digital marketplace and retail partners (including their websites). In 2021, digital marketplace and retailer partners accounted for approximately 22% and 12% of our revenue, respectively. We sell products to each third-party channel provider under each of their standard vendor agreements. Our vendor agreements with Amazon, Target, and Best Buy do not include a term or duration as sales under each vendor agreement are generally made on a purchase order basis. We have vendor agreements that include termination provisions. The loss of a large partner, the reduction of purchasing levels or the cancellation of any business from a third-party retail partner for an extended length of time could negatively impact our sales and ability to achieve or maintain profitability.

Our business, including our costs and supply chain, is subject to risks associated with sourcing and manufacturing, and the loss of any of our key suppliers could negatively impact our business.

All of the products we offer are manufactured by a limited number of third-party manufacturers, and as a result we may be subject to price fluctuations or demand disruptions. Our operating results would be negatively impacted by increases in the costs of our products, and we have no guarantees that costs will not rise. In addition, as we expand into new categories and product types, we expect that we may not have strong purchasing power in these new areas, which could lead to higher costs than we have historically seen in our current categories. We may not be able to pass increased costs on to consumers, which could adversely affect our operating results. Moreover, in the event of a significant disruption in the supply of the materials used in the manufacture of the products we offer, we and the vendors that we work with might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price.

We purchase significant amounts of product supply from a limited number of suppliers with limited supply capabilities. Our Lawn Mower 4.0 and other trimmers are currently manufactured solely by Ningbo Unibono Appliance Co., Ltd. (“Ningbo”) located in China. Ningbo guarantees a minimum supply of products based on volume estimates we provide. Our agreement is for two years, ending December 15, 2022, with automatic one year renewals unless terminated with one hundred eighty (180) day notice or for breach which would be upon notice. Ningbo provides a three year warranty for the products with a warranty cap for any special, incidental or consequential damages of $64 million. There can be no assurance that Ningbo will be able to accommodate our anticipated growth or continue to supply current quantities at preferential prices. We are currently working to identify and enter into new relationships with other suppliers for the Lawn Mower 4.0 product and other trimmer products. Any inability to identify and enter into relationships with other suppliers or inability of our current suppliers to continue to provide materials in a timely or cost-effective manner could impair our growth and have an adverse effect on our business, financial condition, results of operations and prospects.

If we fail to develop and maintain our brand, our business could suffer.

We have developed a strong and trusted brand that has contributed significantly to the success of our business, and we believe our continued success depends on our ability to maintain and grow the value of the Manscaped brand. Maintaining, promoting and positioning our brand and reputation will depend on, among other factors, the success of our product offerings, product safety, quality assurance, marketing and merchandising efforts, our continued focus on delivering well-designed, and effective products to our consumers and our ability to provide a consistent, high-quality consumer experience.

Any negative publicity, regardless of its accuracy, could have an adverse effect on our business. Brand value is based on perceptions of subjective qualities, and any incident that erodes the loyalty of our consumers, suppliers or manufacturers, including changes to our products or packaging, adverse publicity or a governmental investigation, litigation or regulatory enforcement action, could significantly reduce the value of our brand, and adversely affect our business, financial condition, results of operations and prospects.

Economic downturns or a change in consumer preferences, perception and spending habits in the men’s grooming categories, in particular, could limit consumer demand for our products and negatively affect our business.

We have positioned our brand to capitalize on growing consumer interest in men’s grooming products. The men’s grooming product industry is sensitive to national and regional economic conditions, and the demand for the products that we distribute may be adversely affected from time to time by economic downturns that impact consumer spending, including discretionary spending. Future economic conditions such as employment levels, business conditions, housing starts, interest rates, inflation rates, energy and fuel costs and tax rates could reduce consumer spending or change consumer purchasing habits. Among these changes could be a reduction in the number of name brand consumer products that consumers purchase where there are alternatives, given that many products in this category often have higher retail prices than do their conventional counterparts.

Further, the men’s grooming market in which we operate is subject to changes in consumer preference, perception and spending habits. Our performance depends significantly on factors that may affect the level and pattern of consumer spending in the markets in which we operate. Such factors include consumer preference, consumer confidence, consumer income, consumer perception of the safety and quality of our products and shifts in the perceived value for our products relative to alternatives. A general decline in the consumption of our products could occur at any time as a result of change in consumer preference, perception, confidence and spending habits, including an

unwillingness to pay a premium or an inability to purchase our products due to financial hardship or increased price sensitivity. If consumer preferences shift away from men’s grooming products, our business, financial condition and results of operations could be adversely affected.

The success of our products depends on a number of factors including our ability to accurately anticipate changes in market demand and consumer preferences, our ability to differentiate the quality of our products from those of our competitors, and the effectiveness of our marketing and advertising campaigns for our products. We may not be successful in identifying trends in consumer preferences and developing products that respond to such trends in a timely manner. We also may not be able to effectively promote our products by our marketing and advertising campaigns and gain market acceptance. If our products fail to gain market acceptance or have quality problems, we may not be able to fully recover costs and expenses incurred in our operation, and our business, financial condition, results of operations and prospects could be adversely affected.

Our ability to maintain our competitive position is largely dependent on the services of our senior management and other key personnel, including our founder and Chief Executive Officer, Paul Tran, and our President, Kevin Datoo.

Our ability to maintain our competitive position is largely dependent on the services of our senior management and other key personnel, including our founder and Chief Executive Officer, Paul Tran, and our President, Kevin Datoo. The loss of the services of any of these individuals could have an adverse effect on our business, financial condition, results of operations and prospects.

In addition, our future success depends on our continued ability to attract, develop, motivate and retain highly qualified and skilled employees. The market for such positions is competitive. Qualified individuals are in high demand, and we may incur significant costs to attract them. In addition, the loss of any of our senior management or other key employees or our inability to recruit and develop mid-level managers could adversely affect our ability to execute our business plan and we may be unable to find adequate replacements. If we fail to retain talented senior management and other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business, financial condition, results of operations and prospects could be adversely affected.

Use of social media and influencers may adversely affect our reputation or subject us to fines or other penalties.

We utilize third-party social media platforms as, among other things, marketing tools. For example, we maintain Instagram, Facebook, Pinterest and Twitter accounts, among others. We also maintain relationships with numerous social media influencers and engage in sponsorship initiatives. As existing ecommerce and social media platforms continue to rapidly evolve and new platforms develop, we must continue to maintain a presence on these platforms and establish a presence on new or emerging social media platforms. If we are unable to cost-effectively utilize social media platforms as marketing tools or if the social media platforms we utilize change their policies or algorithms, we may not be able to fully optimize such platforms, and our ability to maintain and acquire consumers and our financial condition may suffer. Furthermore, as laws, regulations and public opinion rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees, our network of social media influencers, our sponsors or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices or otherwise could subject us to regulatory investigations, class action lawsuits, liability, fines or other penalties and have an adverse effect on our business, financial condition, results of operations and prospects.

In addition, an increase in the use of social media influencers for product promotion and marketing may cause an increase in the burden on us to monitor compliance of the content they post, and increase the risk that such content could contain problematic product or marketing claims in violation of applicable laws and regulations. For example, in some cases, the Federal Trade Commission, or the FTC, has sought enforcement action where an endorsement has failed to clearly and conspicuously disclose a financial relationship or material connection between an influencer and an advertiser. We do not control the content that our influencers post, and if we were held responsible for any false, misleading or otherwise unlawful content of their posts or their actions, we could be fined or subjected to other monetary liabilities or forced to alter our practices, which could have an adverse impact on our business.

Negative commentary regarding us, our products or influencers and other third parties who are affiliated with us may also be posted on social media platforms and may be adverse to our reputation or business. Influencers with whom we maintain relationships could engage in behavior or use their platforms to communicate directly with our consumers in a manner that reflects poorly on our brand and may be attributed to us or otherwise adversely affect us. It is not possible

to prevent such behavior, and the precautions we take to detect this activity may not be effective in all cases. Our target consumers often value readily available information and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate, without affording us an opportunity for redress or correction.

We may be unable to accurately forecast revenue and appropriately plan our expenses in the future.

Revenue and results of operations are difficult to forecast because they generally depend on the volume, timing and type of orders we receive across our various channels, all of which are uncertain. Forecasts may be particularly challenging as we expand into new markets and geographies and develop and market new products. We base our expense levels and investment plans on our estimates of revenue and gross margin. We cannot be sure the same growth rates and trends are meaningful predictors of future growth. If our assumptions prove to be wrong, we may spend more than we anticipate to acquire and retain consumers or may generate lower revenue per consumer than anticipated, either of which could have an adverse effect on our business, financial condition, results of operations and prospects.

Our results of operations could be harmed if we are unable to accurately forecast demand for our products.

To ensure adequate inventory supply, we must forecast inventory needs and place orders with our third-party manufacturers before firm orders are placed by our consumers or our retail and third-party ecommerce partners. If we fail to accurately forecast consumer and customer demand, we may experience excess inventory levels or a shortage of product to deliver to our consumers and customers. Factors that could affect our ability to accurately forecast demand for our products include: an unanticipated increase or decrease in demand for our products; our failure to accurately forecast acceptance for our new products; product introductions by competitors; unanticipated changes in general market conditions or other factors, which may result in cancellations of advance orders or a reduction or increase in the rate of reorders or at-once orders placed by retailers; the impact on demand due to unseasonable weather conditions; weakening of economic conditions or customer confidence in future economic conditions, which could reduce demand for discretionary items, such as our products; and terrorism or acts of war, or the threat thereof, or political or labor instability or unrest, which could adversely affect customer confidence and spending or interrupt production and distribution of product and raw materials.

Inventory levels in excess of consumer or customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices or in less preferred distribution channels, which could impair our brand image and harm our business. In addition, if we underestimate the demand for our products, our third-party manufacturers may not be able to produce products to meet our consumer or customer requirements, and this could result in delays in the shipment of our products and our ability to recognize revenue, lost sales, as well as damage to our reputation and retailer and distributor relationships.

The difficulty in forecasting demand also makes it difficult to estimate our future results of operations and financial condition from period to period. A failure to accurately predict the level of demand for our products could adversely affect our business, financial condition, results of operations and prospects.

Significant product returns or refunds could harm our business.

We allow our DTC consumers to return products, and we offer refunds, subject to our return and refunds policy. In addition, some of our agreements with our retail or third-party ecommerce partners provide that we are responsible for the costs of certain returns. If product returns or refunds are significant or higher than anticipated and forecasted, our business, financial condition, results of operations and prospects could be adversely affected. Further, we and our retail and third-party ecommerce partners modify policies relating to returns or refunds from time to time, and may do so in the future, which may result in consumer dissatisfaction and harm to our reputation or brand, or an increase in the number of product returns or the amount of refunds we make. From time to time our products are damaged in transit, which can increase return rates and harm our brand.

Severe weather, including hurricanes, earthquakes and natural disasters could disrupt normal business operations, which could result in increased costs and have an adverse effect on our business, financial condition, results of operations and prospects.

Our services and operations, including several of our fulfillment centers, customer service centers, data centers, executive and corporate offices are located in California, Nevada, Georgia, New Jersey, Utah, and other areas that are vulnerable to damage or interruption from natural disasters, power losses, telecommunication failures, terrorist attacks, human errors, break-ins and similar events. The occurrence of a natural disaster or other unanticipated problems at our facilities could result in lengthy interruptions in our services as well as higher insurance premiums. We may not be able to efficiently relocate our fulfillment and delivery operations due to disruptions in service if one of these events occurs, and our insurance coverage may be insufficient to compensate us for such losses. Because the San Diego area, where our corporate offices (our principal executive office is in Nevada) and a warehouse facility are located, is in an earthquake fault zone, and because the San Diego area is subject to the increased risk of wildfires, we are particularly sensitive to the risk of damage to, or total destruction of, our primary offices and one of our key fulfillment and delivery centers. Although we are insured up to certain limits against certain losses or expenses that may result from a disruption to our business due to earthquakes or wildfires, either of these events, if incurred, could adversely affect our business, financial condition, results of operations and prospects.

A disruption in our operations could have an adverse effect on our business.

As a company engaged in sales domestically and internationally, our operations, including those of our third-party manufacturers, suppliers and delivery service providers, are subject to the risks inherent in such activities, including industrial accidents, environmental events, strikes and other labor disputes, disruptions in information systems, product quality control, safety, licensing requirements and other regulatory issues, as well as natural disasters, pandemics or other public health emergencies, border disputes, acts of terrorism and other external factors over which we and our third-party manufacturers, suppliers and delivery service providers have no control. The loss of, or damage to, the manufacturing facilities or fulfillment centers of our third-party manufacturers, suppliers and delivery service providers could have an adverse effect on our business, financial condition, results of operations and prospects.

We depend heavily on ocean container delivery to receive shipments of our products from our third-party manufacturers located in China and other places and contracted third-party delivery service providers to deliver our products to our fulfillment centers located in the United States, Canada, U.K., Europe, Australia, UAE and other places, and from there to our consumers and retail partners. Further, we rely on postal and parcel carriers for the delivery of products sold directly to consumers through Manscaped.com. Interruptions to or failures in these delivery services could prevent the timely or successful delivery of our products. These interruptions or failures may be due to unforeseen events that are beyond our control or the control of our third-party delivery service providers, such as labor unrest or natural disasters. For example, a labor strike at a port could negatively impact the delivery of our products, and the ongoing trade dispute between the United States and China has and may in the future restrict the flow of the goods from China to the United States (the percentage of goods purchased from China was approximately 85%, 89%, and 85% during 2019, 2020, and the year ended December 31, 2021, respectively). Any failure to provide high-quality delivery services to our consumers may negatively affect the shopping experience of our consumers, damage our reputation and cause us to lose consumers.

Our ability to meet the needs of our consumers and retail partners depends on our and our distribution partners’ proper operation of our fulfillment centers, where most of our inventory that is not in transit is housed. Although we currently insure our inventory, our insurance coverage may not be sufficient to cover the full extent of any loss or damage to our inventory or fulfillment centers, and any loss, damage or disruption of this facility, or loss or damage of the inventory stored there, could have an adverse effect on our business, financial condition, results of operations and prospects.

Our ability to raise capital in the future may be limited and our failure to raise capital when needed could prevent us from growing.

In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in

subsequent transactions, investors in our common stock may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock. Debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or ability to achieve or maintain profitability. If we cannot raise funds on acceptable terms, we may be forced to raise funds on undesirable terms, our business may contract or we may be unable to grow our business or respond to competitive pressures, any of which could have an adverse effect on our business, financial condition, results of operations and prospects.

We may require additional capital to support business growth and objectives, and this capital might not be available to us on attractive terms, if at all, and may result in stockholder dilution.

We expect that our existing cash and cash equivalents, together with our net proceeds from the PIPE Investment, will be sufficient to meet our anticipated cash needs for at least the next twelve months. In addition, we intend to continue to make investments to support our business growth and may require additional capital to fund our business and to respond to competitive challenges, including the need to promote our services and products, develop new services and products, enhance our existing services, products and operating infrastructure and, potentially, to acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. There can be no assurance that such additional funding will be available on terms attractive to us, or at all. Our inability to obtain additional funding when needed could have an adverse effect on our business, results of operations, cash flows and financial condition. If additional funds are raised through the issuance of equity or convertible debt securities, holders of our Class A common stock could suffer significant dilution, and any new shares we issue could have rights, preferences and privileges superior to those of our Class A common stock. Any debt financing facility we secure in the future may include a number of covenants that could limit our and our subsidiaries’ ability to, among other things, incur additional indebtedness or create liens, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Risks Related to Legal and Governmental Regulation

Health and safety incidents or advertising inaccuracies or product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.

Men’s grooming products involve inherent legal and other risks, and there is increasing governmental scrutiny of and public awareness regarding product safety. Illness, injury or death related to foreign material contamination or other product safety incidents caused by our products, or involving our suppliers, could result in the disruption or discontinuance of sales of these products or our relationships with such suppliers, or otherwise result in increased operating costs, regulatory enforcement actions or harm to our reputation.

Shipment of adulterated or misbranded products, even if inadvertent, can result in criminal or civil liability. Such incidents could also expose us to product liability, negligence or other lawsuits, including consumer class action lawsuits. Any claims brought against us may exceed or be outside the scope of our existing or future insurance policy coverage or limits. Any judgment against us that is more than our policy limits or not covered by our policies or not subject to insurance would have to be paid from our cash reserves, which would reduce our capital resources.

The occurrence of adverse reactions, ineffectiveness or other safety incidents could also adversely affect the price and availability of affected materials, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of contamination, defects, or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, our retail or ecommerce customers, or our consumers, depending on the circumstances, to conduct a recall in accordance with the Consumer Product Safety Commission (the “CPSC”), or other federal regulations and policies, and comparable state laws, regulations and policies. Product recalls could result in significant losses due to their costs, the destruction of product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing retail or ecommerce partners or consumers and a potential negative impact on our ability to attract new consumers due to negative consumer experiences or because of an adverse impact on our brand and reputation. The costs of a recall could be outside the scope of our existing or future insurance policy coverage or limits.

In addition, companies that sell men’s grooming and personal care products have been subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering, and we, like any such company, could be a target for product tampering. Forms of tampering could include the introduction of foreign material, chemical contaminants and pathological organisms into products, as well as product substitution. Governmental regulations require companies like us to analyze, prepare and implement mitigation strategies specifically to address tampering designed to inflict widespread public health harm. If we do not adequately address the possibility, or any actual instance, of product tampering, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which could have an adverse effect on our business, financial condition, results of operations and prospects.

Adverse publicity about these matters may discourage consumers from buying our products. The cost of defending against any such claims could be significant. Any loss of confidence on the part of consumers in the truthfulness of our labeling, advertising or ingredient claims would be difficult and costly to overcome and may significantly reduce our brand value. Any of these events could adversely affect our reputation and brand and decrease our sales, which could have an adverse effect on our business, financial condition, results of operations and prospects.

We are subject to extensive governmental regulation and we may incur material liabilities under, or costs in order to comply with, existing or future laws and regulation, and our failure to comply may result in enforcements, recalls, and other adverse actions.

We are subject to a broad range of federal, state, local, and foreign laws and regulations intended to protect public and worker health and safety, and consumers. Our operations are subject to regulation by the Occupational Safety and Health Administration, (“OSHA”), the CPSC, the FTC, and by various other federal, state, local and foreign authorities regarding the manufacture, processing, packaging, storage, sale, order fulfillment, advertising, labeling, import and export of our products.

In addition, we and our manufacturing partners are subject to additional regulatory requirements, including environmental, health and safety laws and regulations administered by the EPA, state, local and foreign environmental, health and safety legislative and regulatory authorities and the National Labor Relations Board, covering such areas as discharges and emissions to air and water, the use, management, disposal and remediation of, and human exposure to, hazardous materials and wastes, and public and worker health and safety. Violations of or liability under any of these laws and regulations may result in administrative, civil or criminal fines, penalties or sanctions against us, revocation or modification of applicable permits, licenses or authorizations, environmental, health and safety investigations or remedial activities, voluntary or involuntary product recalls, warning or untitled letters or cease and desist orders against operations that are not in compliance, among other things. Such laws and regulations generally have become more stringent over time and may become more so in the future, and we may incur (directly, or indirectly through our manufacturing partners) material costs to comply with current or future laws and regulations or in any required product recalls. Liabilities under, and/or costs of compliance, and the impacts on us of any non-compliance, with any such laws and regulations could have an adverse effect on our business, financial condition, results of operations and prospects. In addition, changes in the laws and regulations to which we are subject, or in the prevailing interpretations of such laws and regulations by courts and enforcement authorities, could impose significant limitations and require changes to our business, which may increase our compliance expenses, make our business more costly and less efficient to conduct, and compromise our growth strategy, which could have an adverse effect on our business, financial condition, results of operations and prospects.

Changes in existing laws or regulations or related official guidance, or the adoption of new laws or regulations or guidance, may increase our costs and otherwise adversely affect our business, financial condition, results of operations and prospects.

The manufacture and marketing of men’s grooming and personal care products is highly regulated. We, our suppliers and manufacturers are subject to a variety of laws and regulations. These laws and regulations apply to many aspects of our business, including the manufacture, packaging, labeling, import, distribution and order fulfillment, advertising, sale, quality and safety of our products, as well as the health and safety of our employees and the protection of the environment.

In the United States, we are subject to regulation by various government agencies, including OHSA, the FTC, and the CPSC, as well as various other federal, state and local agencies. We are also regulated outside the United States by various international regulatory bodies. In addition, we are subject to certain standards and review by voluntary organizations, such as the Council of Better Business Bureaus’ National Advertising Division. The regulatory

environment in which we operate has changed in the past and could change significantly and adversely in the future. We could incur costs, including fines, penalties and third-party claims, because of any violations of, or liabilities under, such requirements, including any competitor or consumer challenges relating to compliance with such requirements. For example, in connection with the marketing and advertisement of our products, we could be the target of claims relating to false or deceptive advertising, including under the auspices of the FTC and the consumer protection statutes of some states.

Moreover, any change in manufacturing, advertising, labeling or packaging requirements for our products may lead to an increase in costs or interruptions in production, either of which could adversely affect our business, financial condition, results of operations and prospects. New or revised government laws, regulations or guidelines could result in additional compliance costs and, in the event of non-compliance, civil remedies, including fines, injunctions, withdrawals, recalls or seizures and confiscations, as well as potential criminal sanctions, any of which could have an adverse effect on our business, financial condition, results of operations and prospects.

Failure by our network of retail and ecommerce partners, suppliers or manufacturers to comply with product safety, environmental or other laws and regulations, or with the specifications and requirements of our products, may disrupt our supply of products and adversely affect our business.

If our network of retail and ecommerce partners, suppliers or manufacturers fail to comply with environmental, health and safety or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted and our reputation could be harmed. Additionally, our retail and ecommerce partners, suppliers and manufacturers are required to maintain the quality of our products and to comply with our standards and specifications. In the event of actual or alleged non-compliance, we might be forced to find alternative retail or ecommerce partners, suppliers or manufacturers and we may be subject to lawsuits and/or regulatory enforcement actions related to such non-compliance by the suppliers and manufacturers. As a result, our supply of men’s grooming products could be disrupted or our costs could increase, which could adversely affect our business, financial condition, results of operations and prospects. The failure of any partner or manufacturer to produce products that conform to our standards could adversely affect our reputation in the marketplace and result in product recalls, product liability claims, government or third-party actions and economic loss.

Class action litigation, other litigation and legal claims and regulatory enforcement actions could subject us to liability for damages, civil and criminal penalties and other monetary and non-monetary liability and could otherwise adversely affect our reputation, business, financial condition, results of operations and prospects.

We operate in a highly regulated environment with constantly evolving legal and regulatory frameworks. Consequently, we are subject to a heightened risk of consumer class action litigation, other legal claims, government investigations or other regulatory enforcement actions. The product marketing and labeling practices of companies operating in the men’s grooming products segment of the marketplace receive close scrutiny from the private plaintiff’s class action bar and from public consumer protection agencies. Accordingly, there is risk that consumers will bring class action lawsuits and that the FTC and/or state attorneys general or other consumer protection law enforcement authorities will bring legal actions concerning the truth and accuracy of our product marketing and labeling claims. Examples of causes of action that may be asserted in a consumer class action lawsuit include fraud, false advertising, unfair and deceptive practices, negligent misrepresentation and breach of state consumer protection statutes. Although we have implemented policies and procedures designed to ensure compliance with existing laws and regulations, there can be no assurance that our employees, consultants, independent contractors, suppliers, manufacturers or retail or ecommerce partners will not violate our policies and procedures. Moreover, a failure to maintain effective control processes could lead to violations, unintentional or otherwise, of laws and regulations. Legal claims, litigation, government investigations or regulatory enforcement actions arising out of our failure or alleged failure to comply with applicable laws and regulations could subject us to civil and criminal penalties and liabilities that could adversely affect our product sales, reputation, financial condition and operating results. These liabilities could include (i) obligations to reformulate products or remove them from the marketplace, (ii) remove and rework offending marketing, product labeling and packing and (iii) obligations to disgorge revenue and to accept burdensome injunctions that limit our freedom to market our products. In addition, the costs and other effects of defending potential and pending litigation and administrative actions against us may be difficult to determine and could adversely affect our reputation, business, brand image, financial condition, results of operations and prospects.

Even when not merited, the defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in defending these lawsuits. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against us, which could have an adverse effect on our business, financial condition, results of operations and prospects. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.

Furthermore, although we believe that the extent of our insurance coverage is consistent with industry practice, any claim under our insurance policies may be subject to certain exceptions, may not be honored fully, in a timely manner, or at all, and we may not have purchased sufficient insurance to cover all losses incurred. If we were to incur substantial liabilities, as a result of civil or criminal penalties or otherwise, or if our business operations were interrupted for a substantial period of time, we could incur costs and suffer losses. Such liabilities, including inventory and business interruption losses, may not be covered by our insurance policies. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers. We do not know, however, if we will be able to maintain existing insurance with adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our cash position and results of operations. Additionally, in the future, insurance coverage may not be available to us at commercially acceptable premiums, or at all.

We (and our vendors) are subject to stringent and changing laws, regulations, industry standards, information security policies, self-regulatory schemes and contractual obligations related to data processing, protection, privacy and security. The actual or perceived failure by us, our consumers, partners or vendors to comply with such laws, regulations, industry standards, information security policies, self-regulatory schemes and contractual obligations related to data processing, protection, privacy and data security could have an adverse effect on our business, financial condition, results of operations and prospects.

We process, and our vendors process on our behalf, substantial amounts of personal information, confidential information and other information necessary to provide and deliver our products through our DTC channel to operate our business, for legal and marketing purposes, and for other business-related purposes.

Data privacy and information security have become significant issues in the United States, countries in Europe, and in many other countries in which we operate and where we offer our products and services. The legal and regulatory framework for privacy and security issues is rapidly evolving and is expected to increase our compliance costs and exposure to liability. There are numerous federal, state, local, and international laws, orders, codes, regulations and regulatory guidance regarding privacy, information security and the collection, receipt, storage, generation, use, transfer, disclosure, making accessible, protecting, securing, disposal of, sharing and other processing (which we collectively refer to as “Process” or “Processing”) of information and data, including personal information (collectively, “Data Protection Laws”), the number and scope of which is changing, subject to differing applications and interpretations, and which may be inconsistent among jurisdictions, or in conflict with other rules, laws or Data Protection Obligations (defined below). We expect that there will continue to be new Data Protection Laws and Data Protection Obligations, and we cannot yet determine the impact such future Data Protection Laws or Data Protection Obligations may have on our business. Any significant change to Data Protection Laws and Data Protection Obligations, including without limitation, regarding the manner in which the express or implied consent of consumers for Processing is obtained, requirements to grant certain rights to individuals and requirements to inform individuals of security breaches, could increase our costs and require us to modify our operations, possibly in a material manner, which we may be unable to complete and may limit our ability to Process consumer data and operate our business.

Data Protection Laws and data protection compliance worldwide is, and is likely to remain, uncertain for the foreseeable future, and our actual or perceived failure to address or comply with these laws and obligations could have an adverse effect on our business, financial condition, results of operations and prospects. Additionally, public scrutiny of or complaints about technology companies or their data practices, even if unrelated to our business, industry, or

operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

We are or may also be subject to the terms of our external and internal privacy and security policies, codes, representations, certifications, industry standards, publications and frameworks (collectively, “Privacy Policies”) and contractual obligations to third parties related to privacy, information security and Processing, including contractual obligations to indemnify and hold harmless third parties from the costs or consequences of non-compliance with Data Protection Laws or other obligations (collectively, “Data Protection Obligations”).

In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the California Consumer Privacy Act, (the “CCPA”), and other state and federal laws relating to privacy and data security. The CCPA requires certain companies that Process information of California residents to make new disclosures to consumers about their data collection, use and sharing practices, allows consumers to opt out of the sale of personal information to third parties, allows consumers to exercise certain rights with respect to their personal information, including requesting deletion of all such personal information, and provides a private right of action and statutory damages for data breaches. The CCPA may increase our compliance costs and potential liability. In addition, California voters recently approved the California Privacy Rights Act of 2020 (“CPRA”), which goes into full effect on January 1, 2023. The CPRA will, among other things, give California residents the ability to limit the use of their sensitive information, provide for penalties for CPRA violations concerning California residents under the age of 16, and require business that Process personal information that presents a significant risk to California residents’ privacy to conduct annual audits and regular risk assessments. Other jurisdictions in the United States are beginning to propose laws similar to the CCPA. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business, financial condition, results of operations and prospects.

In Europe, the General Data Protection Regulation (2016/679), (the “GDPR”), went into effect in May 2018 and introduced strict requirements for Processing the personal data of European Union data subjects. Following the United Kingdom’s exit from the European Union, the GDPR has been transposed into the national laws of the United Kingdom (the “UK GDPR”). The GDPR/UK GDPR applies to us with respect to our operations in the European Union and United Kingdom and our Processing of the personal data of European Union and United Kingdom data subjects. Companies that must comply with the GDPR/UK GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements, an order prohibiting processing of European/United Kingdom data subject personal data and potential and separate fines for noncompliance of up to €20 million/£17.5 million or 4% of the annual global revenues of the noncompliant company, whichever is greater. European/United Kingdom data protection laws including the GDPR/UK GDPR also generally prohibit the transfer of personal data from the European Economic Area, or EEA, the United Kingdom, and Switzerland, to the United States and most other countries unless the parties to the transfer have established a legal basis for the transfer and implemented specific safeguards to protect the transferred personal data. One of the primary mechanisms allowing U.S. companies to import personal information from Europe and the United Kingdom in compliance with the GDPR/UK GDPR has been certification to the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield frameworks administered by the U.S. Department of Commerce. However, in July 2020, the Court of Justice of the European Union, in the “Schrems II” ruling, recently invalidated the EU-U.S. Privacy Shield framework. The Swiss Federal Data Protection and Information Commissioner also recently opined that the Swiss-U.S. Privacy Shield is inadequate for transfers of data from Switzerland to the U.S.

The Schrems II decision also raised questions about whether one of the primary alternatives to the EU-U.S. Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, can lawfully be used for personal data transfers from Europe/the United Kingdom to the United States or most other countries. At present, there are few, if any, viable alternatives to the EU-U.S. Privacy Shield and the Standard Contractual Clauses, or SCCs. The European Commission recently updated the SCCs on June 4, 2021, and additional regulatory guidance has been released that seeks to imposes additional obligations on companies seeking to rely on the SCCs. As such, any transfers by us or our vendors of personal data from Europe/United Kingdom may not comply with European/United Kingdom data protection laws, may increase our exposure to the GDPR/UK GDPR’s heightened sanctions for violations of its cross-border data transfer restrictions and may reduce demand for our products from companies subject to European/United Kingdom data protection laws. The updated SCCs apply only to the transfer of data outside of the EEA and not the United Kingdom. Although the European Commission adopted an adequacy decision for the United

Kingdom on 28 June 2021, allowing the continued flow of personal data from the EEA to the United Kingdom, this decision will be regularly reviewed going forward and may be revoked if the United Kingdom diverges from its current adequate data protection laws following its exit from the European Union. Additionally, other countries outside of Europe have enacted or are considering enacting similar cross-border data transfer restrictions and laws requiring local data residency, which could increase the cost and complexity of delivering our products and operating our business. The UK Information Commissioner’s Office, or ICO, for example, has undergone a period of public consultation on its own specific international data transfer agreement to safeguard the flows of United Kingdom data to third countries.

Any failure or perceived failure by us to comply with Data Protection Laws, Privacy Policies and Data Protection Obligations, or if our Privacy Policies are, in whole or part, found to be inaccurate, incomplete, deceptive, unfair, or misrepresentative of our actual practices, such violations may put our customers’ and/or employees’ personal information at risk, may result in governmental investigations or enforcement actions, fines, litigation, claims (including data subject-led class actions), or public statements against us by consumer advocacy groups or others and could result in significant liability, and otherwise materially and adversely affect our reputation, business financial condition, results of operations and prospects. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to us may limit the adoption and use of, and reduce the overall demand for, our products or services. Despite our efforts, we may not be successful in achieving compliance if our employees, partners or vendors do not comply with applicable Data Protection Laws, Privacy Policies and Data Protection Obligations, potentially giving rise to any of the aforementioned liabilities and adverse effects.

Government regulation of the Internet, ecommerce and electronic marketing is evolving, and unfavorable changes or failure by us to comply with these regulations could have an adverse effect on our business, financial condition, results of operations and prospects.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and ecommerce. Existing and future regulations and laws could impede the growth of the Internet, ecommerce or mobile commerce, which could in turn adversely affect our growth. These regulations and laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts and communications, consumer protection, sales practices and Internet neutrality. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, and consumer privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet or ecommerce. It is possible that general business regulations and laws, or those specifically governing the Internet or ecommerce, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot be sure that our practices have complied, comply or will comply fully with all such laws and regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a loss in business and proceedings or actions against us by governmental entities, customers, suppliers or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, decrease the use of our website and mobile applications by customers and suppliers and may result in the imposition of monetary liabilities and burdensome injunctions. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any such laws or regulations. As a result, adverse developments with respect to these laws and regulations could have an adverse effect on our business, financial condition, results of operations and prospects.

We rely on a variety of marketing techniques and practices, including email and social media marketing, online targeted advertising and cookie-based Processing to sell our products and services and to attract new consumers, and we, and our vendors, are subject to various current and future Data Protection Laws and Data Protection Obligations that govern marketing and advertising practices. Governmental authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. In recent years, U.S., European and United Kingdom lawmakers and regulators have expressed concern over electronic marketing and related tracking technology. In the European Union/United Kingdom, marketing is defined broadly to include any promotional material and the rules specifically on e-marketing are currently set out in the ePrivacy Directive, as implemented under national laws. In the European Union, the ePrivacy Directive is meant to be replaced by an ePrivacy Regulation, the timing of which is still uncertain. While the ePrivacy Regulation was originally intended to be adopted on May 25, 2018 (alongside the GDPR), it is still going through the European legislative process.

The current draft of the ePrivacy Regulation imposes additional opt-in e-marketing rules with limited exceptions for business-to-business communications within the European Union and significantly increases fining powers to €10 million or 2% of the annual global revenues of the noncompliant company, whichever is greater.

Regulation of cookies, web beacons and other tracking technologies may lead to broader restrictions on our online activities, including efforts to understand customers’ and potential customers’ Internet usage and promote ourselves to them. The United Kingdom has implemented the ePrivacy Directive into national law through the U.K. Privacy and Electronic Communications Regulation 2003; however, the ePrivacy Regulation when it comes into effect will have no bearing on the United Kingdom following its withdrawal from the European Union. This again introduces the possibility we will be subject to, and required to comply with, a separate and additional legal regime with respect to electronic marketing and related tracking technology, which may result in substantial costs and may necessitate changes to our business practices, which in turn may otherwise adversely affect our business, reputation, legal exposures, financial condition, results of operations and prospects.

Additionally, some providers of consumer devices, web browsers and mobile app stores have implemented, or announced plans to implement, means to make it easier for Internet users to prevent the placement of cookies or to block other tracking technologies, require additional consents, or limit the ability to track user activity, which could if widely adopted result in the use of third-party cookies and other methods of online tracking becoming significantly less effective. Laws and regulations regarding the use of these cookies and other current online tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquire new consumers on cost-effective terms, which, in turn, could have an adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to Our Intellectual Property and Information Technology

We may be unable to adequately obtain, maintain, protect and enforce our intellectual property rights.

We regard our brand, consumer lists, trademarks, trade dress, domain names, trade secrets, patents, copyrights, proprietary technology and similar intellectual property as critical to our success. We rely on trademark and copyright law, trade secret protection, and confidentiality agreements with our employees and others to protect our proprietary rights.

Effective intellectual property protection may not be available in every country in which our products are, or may be made, available. The protection of our intellectual property rights may require the expenditure of significant financial, managerial and operational resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing, misappropriating or otherwise violating our proprietary rights, and we may be unable to broadly enforce all of our intellectual property rights. Any of our intellectual property rights may be challenged by others or invalidated through administrative process or litigation.

Our pending and future trademark applications may never be granted. Additionally, the process of obtaining trademark protection is expensive and time-consuming, and we may be unable to prosecute all necessary or desirable trademark applications at a reasonable cost or in a timely manner. There can be no assurance that our registered trademarks or pending applications, if registered, will adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of trademark and other intellectual property rights are constantly evolving and vary by jurisdiction. We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or intellectual property rights.

Our pending patent applications may never be granted. The process of obtaining patent protection is expensive and time-consuming. There can be no assurance that our patents or pending applications, if granted, will adequately protect our business.

We further rely on confidentiality agreements to protect our intellectual property rights. Our confidentiality agreements with our employees and certain of our consultants, contract employees, suppliers and independent contractors, including some of our manufacturers who use our designs and formulations to manufacture our products, generally require that all information made known to them be kept strictly confidential. The effectiveness of these agreements are important as some of our formulations have been developed by or with our suppliers and manufacturers. However, the duration of the confidentiality obligations in such agreements may not be sufficient to adequately protect our rights, and we may fail to enter into confidentiality agreements with all parties who have access to our trade secrets or other confidential information. In addition, parties may breach such agreements and disclose our proprietary

information, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Even if we are successful in prosecuting such claims, any remedy awarded may be insufficient to fully compensate us for the improper disclosure or misappropriation. In addition, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us and our competitive position would be harmed.

We might be required to spend significant resources to monitor and protect our intellectual property rights. For example, we may initiate claims or litigation against others for infringement, misappropriation or other violation of our intellectual property rights or other proprietary rights or to establish the validity of such rights. However, we may be unable to discover or determine the extent of any such infringement, misappropriation or other violation. Despite our efforts, we may be unable to prevent third parties from committing such infringement, misappropriation or other violation. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel, which could have an adverse effect on our business, financial condition, results of operations and prospects.

The loss of any registered trademark or other intellectual property could enable other companies to compete more effectively with us.

We consider our trademarks to be valuable assets that reinforce our brand and consumers’ perception of our products. We have invested a significant amount of time and money in establishing and promoting our brand, including via registered trademarks. Our continued success depends, to a significant degree, upon our ability to protect and preserve our registered trademarks and to successfully obtain additional trademark registrations in the future.

We may not be able to obtain trademark protection in all territories that we consider to be important to our business. In addition, we cannot assure you that the steps we have taken to protect our trademarks are adequate, that our trademarks can be successfully defended and asserted in the future or that third parties will not infringe upon or otherwise violate any such rights. Our trademark rights and related registrations may be challenged, opposed, infringed, diluted, tarnished, cancelled, circumvented or declared generic, or determined to be infringing on other marks, as applicable. Additionally, if a court were to determine that we did not take adequate steps to maintain our trademark rights, they could be diminished or extinguished. Failure to protect or maintain our trademark rights could prevent us in the future from challenging third parties who use names and logos similar to our trademarks, which may in turn cause consumer confusion or negatively affect consumers’ perception of our brand and products. Moreover, any trademark disputes may result in a significant distraction for management and significant expense, which may not be recoverable even if we are successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject us to liabilities, force us to cease use of certain trademarks or other intellectual property or force us to enter into licenses with others. Any one of these occurrences could have an adverse effect on our business, financial condition, results of operations and prospects.

The loss of our patents or the abandonment of our patent applications could enable other companies to compete more effectively with us.

We consider our patents and patent applications to be valuable assets that protect our business and provide us with a competitive advantage. We have invested a significant amount of time and money in establishing our issued patents and filing applications for additional patents. Our continued success may depend upon our ability to protect and preserve our issued patents and to successfully prosecute our pending applications.

We may not be successful in obtaining issued patents in all countries that we consider to be important to our business. In addition, we cannot assure you that the steps we have taken to protect our patents are adequate, that our patents can be successfully defended and asserted in the future or that third parties will not infringe upon our current or future patent rights. Our patent applications may be rejected, such that we may have to abandon our applications. Failure to successfully prosecute or defend our patent assets could prevent us in the future from challenging third parties who infringe on our patent rights. Moreover, any patent disputes may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether we are successful in such disputes. Any one of these occurrences could have an adverse effect on our business, financial condition, results of operations and prospects.

We may be subject to claims or other allegations that we infringe, misappropriate or otherwise violate the intellectual property rights of third parties, which could result in substantial damages and diversion of management’s efforts and attention.

Third parties may claim in the future, that we have infringed, misappropriated or otherwise violated their intellectual property rights. These claims, whether meritorious or not, could be time-consuming, result in considerable litigation costs, result in injunctions against us or the payment of substantial damages by us, require significant amounts of management time or result in the diversion of significant operational resources and expensive changes to our business model, or require us to enter into costly royalty or licensing agreements, if available. In addition, we may be unable to obtain or utilize on terms that are favorable to us, or at all, licenses or other rights with respect to intellectual property we do not own. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims. Any payments we are required to make and any injunctions we are required to comply with as a result of these claims could have an adverse effect on our business, financial condition, results of operations and prospects.

We are increasingly dependent on information technology and our ability to process data in order to operate and sell our goods and services, and if we (or our vendors) are unable to protect against software and hardware vulnerabilities, service interruptions, data corruption, cyber-based attacks, ransomware or security breaches, or if we fail to comply with our commitments and assurances regarding the privacy and security of such data, our operations could be disrupted, our ability to provide our goods and services could be interrupted, our reputation may be harmed and we may be exposed to liability and loss of consumers and business.

We rely on information technology networks and systems and data processing (some of which are managed by third-party service providers) to market, sell and deliver our products and services, to fulfill orders, to Process personal information, confidential or proprietary information, financial information and other information, to manage a variety of business processes and activities, for financial reporting purposes, to operate our business, process orders and to comply with regulatory, legal and tax requirements (which we collectively refer to as “Business Functions”). These information technology networks and systems, and the Processing they perform, may be susceptible to damage, disruptions or shutdowns, software or hardware vulnerabilities, security incidents, ransomware attacks, social engineering attacks, supply-side attacks, failures during the process of upgrading or replacing software, databases or components, power outages, fires, natural disasters, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors or catastrophic events. We are vulnerable to cyber-based attacks from multiple vectors due to our reliance on third parties to host and develop applications, our own DTC ecommerce operations, and our integration of numerous third-party ecommerce portals. Failure to properly assess our third-party vendors’ cybersecurity and data privacy practices could leave us vulnerable to such attacks. Due to the COVID-19 pandemic, many of our personnel are temporarily working remotely and relying on their own computers, routers and other equipment, which may pose additional data security risks to networks, systems and data. Any material disruption of our networks, systems or data Processing activities, or those of our third-party service providers, could disrupt our ability to undertake, and cause a material adverse impact to, our Business Functions and our business, reputation and financial condition. If our information technology networks and systems or data Processing (or of our third-party service providers) suffers damage, security breaches, vulnerabilities, disruption or shutdown, and we do not effectively resolve the issues in a timely manner, they could cause a material adverse impact to, our Business Functions and our business, reputation and financial condition. Our DTC and ecommerce operations are critical to our business and our financial performance. Our website serves as an effective extension of our marketing strategies by exposing potential new consumers to our brand, product offerings and enhanced content. Due to the importance of our website and DTC operations, any material disruption of our networks, systems or data Processing activities related to our websites and DTC operations could reduce DTC sales and financial performance, damage our brand’s reputation and materially adversely impact our business.

Our policies and practices are not fully formalized and may not be sufficient to ensure the security, privacy, integrity, confidentiality, availability, and authenticity of data Processing, information and information technology networks and systems, and we cannot guarantee that our security measures will prevent security breaches. As such, we may not be able to anticipate or to implement effective preventive and remedial measures against all data security and privacy threats. The recovery systems, security protocols, network protection mechanisms and other security measures that we have integrated into our systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches, may not be adequate to prevent or detect service interruption, system failure data loss or theft, or other material adverse consequences. No security solution, strategy, or measures can address all possible security threats or block all methods of penetrating a network or otherwise perpetrating a security incident,

and the solutions, strategies, and measures that we do implement may not be viewed as sufficient to mitigate these risks. The risk of unauthorized circumvention of our security measures or those of our third-party providers, clients and partners has been heightened by advances in computer and software capabilities and the increasing sophistication of hackers who employ complex techniques, including without limitation, the theft or misuse of personal and financial information, counterfeiting, “phishing” or social engineering incidents, ransomware, extortion, publicly announcing security breaches, account takeover attacks, denial or degradation of service attacks, malware, fraudulent payment and identity theft. Because the techniques used by hackers change frequently, we may be unable to anticipate these techniques or implement adequate preventive measures. Our applications, systems, networks, software and physical facilities could have material vulnerabilities, be breached or personal or confidential information could be otherwise compromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently induce our personnel or our consumers to disclose information or user names and/or passwords, or otherwise compromise the security of our networks, systems and/or physical facilities. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, software, applications, systems, networks, sensitive information, and/or physical facilities utilized by our vendors. Improper access to our systems or databases could result in the theft, publication, deletion or modification of personal information, confidential or proprietary information, financial information and other information. An actual or perceived breach of our security systems or those of our third-party service providers may require notification under applicable data privacy regulations or contractual obligations, or for consumer relations or publicity purposes, which could result in reputational harm, costly litigation (including class action litigation), material contract breaches, liability, settlement costs, loss of sales, regulatory scrutiny, actions or investigations, a loss of confidence in our business, systems and Processing, a diversion of management’s time and attention, and significant fines, penalties, assessments, fees and expenses.

The costs to respond to a security breach and/or to mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, negative publicity, and other harm to our business and our competitive position. We could be required to fundamentally change our business activities and practices in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business.

We may have contractual and other legal obligations to notify relevant stakeholders of any security breaches and maintain minimum security standards. Many jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to implement. In addition, our agreements with certain consumers and partners may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause our consumers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach, and may cause us to breach consumer or ecommerce or retail customer contracts. Our agreements with certain consumers or ecommerce or retail customers, our representations, or industry standards, may require us to use industry-standard or reasonable measures to safeguard sensitive personal information or confidential information. A security breach could lead to claims by our consumers or ecommerce or retail customers, or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action or our consumers or ecommerce or retail customers could end their relationships with us. There can be no assurance that any limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages.

We may not have adequate insurance coverage for security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise out of incidents or breaches. If the impacts of a security incident or breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage, cyber coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or loss. Our risks are likely to increase as we continue to expand, grow our consumer base, and Process and transmit increasingly large amounts of proprietary and sensitive data.

Risks Related to Conducting Business Internationally

If we cannot successfully manage the unique challenges presented by international markets, we may not be successful in expanding our operations outside the United States.

Our strategy includes the potential expansion of our operations to international markets. We currently sell products through retailers in Canada, the United Kingdom, Australia, certain countries in the European Union, UAE and elsewhere. Although some of our executive officers have experience in international business from prior positions, we have little experience with operations outside the United States. Our ability to successfully execute this strategy is affected by many of the same operational risks we face in expanding our U.S. operations. In addition, our ability to expand internationally may be adversely affected by our inability to identify and gain access to local suppliers, obtain and protect relevant trademarks, domain names, and other intellectual property, as well as by local laws and customs, legal and regulatory constraints, political and economic conditions and currency regulations of the countries or regions in which we may operate in the future. Risks inherent in expanding our operations internationally also include, among others, the costs and difficulties of managing international operations, adverse tax consequences, domestic and international tariffs and other barriers to trade.

In addition, competition is likely to intensify in the international markets in which we expect to expand our operations. Local companies based in markets outside the United States may have a substantial competitive advantage because of their greater understanding of, and focus on, those local markets. Some of our competitors may also be able to develop and grow in international markets more quickly than we will.

Our business activities may be subject to the U.S. Foreign Corrupt Practices Act and similar anti-bribery and anti-corruption laws of other countries in which we operate, as well as U.S. and certain foreign export controls, trade sanctions, and import laws and regulations. Compliance with these legal requirements could limit our ability to compete in foreign markets and subject us to liability if we violate them.

We derive a significant portion of our products from third-party manufacturing and supply partners in foreign countries and territories, including countries and territories perceived to carry an increased risk of corrupt business practices. The U.S. Foreign Corrupt Practices Act, (the “FCPA”) prohibits U.S. corporations and their employees and representatives from, directly or indirectly, offering, promising, making, giving, or authorizing others to give anything of value to any foreign government official, political party or official thereof, or political candidate to influence official action or otherwise in an attempt to obtain or retain business. In addition, the FCPA also requires that we make and keep accurate books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls and compliance procedures designed to prevent violations of anti-corruption laws. We may be held liable for the corrupt or other illegal activities of our employees and representatives, even if we do not explicitly authorize such activities. We cannot assure you that all of our employees and representatives will not take actions in violation of anti-corruption laws for which we may be ultimately held responsible. As we increase our international business, our risks under anti-corruption laws may increase.

In addition, our products may be subject to U.S. and foreign export controls, trade sanctions, and import laws and regulations. Governmental regulation of the import or export of our products, or our failure to obtain any required import or export authorization for our products, when applicable, could harm our international sales and adversely affect our revenue. Compliance with applicable regulatory requirements regarding the export of our products may create delays in the introduction of our products in international markets or, in some cases, prevent the export of our products to some countries altogether. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments, and persons targeted by U.S. sanctions.

If we or our employees or representatives are determined to have violated the FCPA, U.S. export control laws and economic sanctions, or any of the anti-corruption, anti-bribery, export control, and sanctions laws in the countries and territories where we and our representatives do business, we could suffer severe fines and penalties, profit disgorgement, injunctions on future conduct, securities litigation, bans on transacting certain business, and other consequences that may have an adverse effect on our business, financial condition, results of operations and prospects. In addition, the costs we may incur in defending against any investigations stemming from our or our employees’ or representatives’ improper actions could be significant. Moreover, any actual or alleged corruption or sanctions concerns in our supply chain could carry significant reputational harm, including negative publicity, loss of goodwill, and decline in share price.

International trade disputes and the U.S. government’s trade policy could adversely affect our business.

International trade disputes could result in tariffs and other protectionist measures that could adversely affect our business. Tariffs could increase the cost of our products and the components and raw materials that go into making them. These increased costs could adversely impact the gross margin that we earn on our products. Countries may also adopt other protectionist measures that could limit our ability to offer our products.

The U.S. government recently has adopted a new approach to trade policy and in some cases has renegotiated, or terminated, certain existing bilateral or multi-lateral trade agreements. It has also initiated tariffs on certain foreign goods and has raised the possibility of imposing significant, additional tariff increases or expanding the tariffs to capture other types of goods. Although the tariffs that have been initiated to date have not had a material impact on our operating results, to the extent that significant additional tariffs are imposed, depending on the extent of such tariffs, they could have a material impact on our operating results.

We cannot predict the extent to which the United States or other countries will impose quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs, trade agreements or policies has the potential to adversely impact demand for our products, our costs, our consumers, our suppliers, and the U.S. economy, which in turn could have an adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to the Business Combination and BLTS

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to BLTS prior to the consummation of the Business Combination.

A challenge by tax authorities to the Intended Tax Treatment of the Business Combination could result in significant tax liability to ParentCo and Manscaped Unitholders.

The parties to the BCA intend for the Mergers to be treated as a “reorganization” within the meaning of Section 368(a) of the Code, and the Exchange to be treated as a contribution under Section 721 of the Code by Intermediate Holdco of its interest in the Surviving Entity to the Company. In addition, Buchalter PC has delivered an opinion to Manscaped, Inc. that, under current law and subject to certain assumptions, qualifications, and exceptions, the Mergers should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, as discussed in more detail under the section titled “U.S. Federal Income Tax Considerations — Tax Consequences of the Mergers to Manscaped Unitholders.”

Although we believe that the Intended Tax Treatment of such transactions should be respected, this treatment is not binding on tax authorities or the courts. Accordingly, there can be no assurance that the IRS or other tax authorities will not successfully assert that the transactions contemplated by the Restructuring Agreement and BCA fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In such case, Manscaped, Inc. could be treated as recognizing taxable gain in an amount equal to the difference at the time of the Manscaped, Inc. Merger between the fair market value of its assets and its adjusted basis in such assets, with ParentCo succeeding to any tax liability attributable to the recognition of such gain. This treatment could also result in the recognition of gain by Manscaped Unitholders on a deemed disposition of the stock of Manscaped, Inc.

For a more complete discussion of the U.S. federal income tax considerations of the Mergers to Manscaped Unitholders, see “U.S. Federal Income Tax Considerations — Tax Consequences of the Mergers to Manscaped Unitholders.”

The Sponsor and each director and officer of BLTS have agreed to vote in favor of the Business Combination, regardless of how BLTS’s public stockholders vote.

Unlike some other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and each director and officer of BLTS have agreed to, among other things, vote in favor of the BCA and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor and BLTS’s directors and officers own 20.0% of the issued and outstanding BLTS Common Stock.

Neither the BLTS board of directors nor any committee thereof obtained a third party valuation in determining whether or not to pursue the Business Combination.

Neither the BLTS board of directors nor any committee thereof is required to obtain an opinion that the price that we are paying for Manscaped is fair to us from a financial point of view. Neither the BLTS board of directors nor any committee thereof obtained a third party valuation in connection with the Business Combination. In analyzing the Business Combination, the BLTS board of directors and management conducted due diligence on Manscaped. The BLTS board of directors reviewed comparisons of selected financial data of Manscaped with its peers in the industry and the financial terms set forth in the BCA, and concluded that the Business Combination was in the best interest of BLTS’s stockholders. Accordingly, investors will be relying solely on the judgment of the BLTS board of directors and management in valuing Manscaped, and the BLTS board of directors and management may not have properly valued such businesses. The lack of a third party valuation may also lead an increased number of stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

We may be forced to close the Business Combination even if we determined it is no longer in our stockholders’ best interest.

Our public stockholders are protected from a material adverse event of Manscaped arising between the date of the BCA and the Closing primarily by the right to redeem their public shares for a pro rata portion of the funds held in the trust account, calculated as of two business days prior to the vote at the Special Meeting. Accordingly, if a material adverse event were to occur after approval of the Condition Precedent Proposals at the Special Meeting, we may be forced to close the Business Combination even if we determine it is no longer in our stockholders’ best interest to do so (as a result of such material adverse event) which could have a significant negative impact on our business, financial condition or results of operations.

Additionally, if we do not obtain stockholder approval at the Special Meeting, Manscaped can continually obligate us to hold additional extraordinary general meetings to vote on the Condition Precedent Proposals until the earlier of such stockholder approval being obtained and the Agreement End Date. This could limit our ability to seek an alternative business combination that our stockholders may prefer after such initial vote.

Since the Sponsor and BLTS’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our stockholders, a conflict of interest may have existed in determining whether the Business Combination with Manscaped is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.

When you consider the recommendation of BLTS’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and BLTS’s directors and officers have interests in such proposal that are different from, or in addition to, those of BLTS stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

•        If BLTS does not consummate a business combination by January 11, 2023 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. In such event, the 5,630,000 shares of BLTS Class B Common Stock owned by the Sponsor and the 120,000 shares of BLTS Class B Common Stock directly owned by BLTS’s independent directors, in aggregate, would be worthless because following the redemption of the public shares, BLTS would likely have few, if any, net assets and because the Sponsor and BLTS’s independent directors have agreed to waive its rights to liquidating distributions from the trust account if BLTS fails to complete a business combination within the required period. The Sponsor purchased the shares of BLTS Class B Common Stock prior to BLTS’s initial public offering for approximately $0.004 per share and BLTS’s Chief Executive Officer and Director, Michael Mahan, has an economic interest in such shares. The 5,175,000 shares of ParentCo Class A Common Stock that the Sponsor and BLTS’s directors and

officers (excluding the Sponsor Related PIPE Investors) will hold following the ParentCo Merger (after taking into account Sponsor’s exchange of 5,630,000 outstanding shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock), if unrestricted and freely tradable, would have had an aggregate market value of approximately $51.28 million based upon the closing price of $9.91 per public share on Nasdaq on April 18, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus. Given such shares of ParentCo Class A Common Stock will be subject to certain restrictions, including those described above, BLTS believes such shares have less value.

•        The Sponsor (including its representatives and affiliates) and BLTS’s directors and officers, may in the future become, affiliated with entities that are engaged in a similar business to BLTS. The Sponsor and BLTS’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to BLTS completing its initial business combination (assuming BLTS has entered into the BCA). Moreover, certain of BLTS’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. BLTS’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to BLTS, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in BLTS’s favor and such potential business opportunities may be presented to other entities prior to their presentation to BLTS, subject to applicable fiduciary duties under Delaware law. BLTS Governing Documents provide that BLTS renounces its interest in any corporate opportunity offered to any director or officer of BLTS which may be an opportunity for such director, on the one hand, or BLTS, on the other.

•        BLTS’s existing directors and officers will be eligible for continued indemnification and continued coverage under BLTS’s directors’ and officers’ liability insurance after the Business Combination and pursuant to the BCA.

•        In the event that BLTS fails to consummate a business combination within the prescribed time frame (pursuant to the BLTS Governing Documents), or upon the exercise of a redemption right in connection with the Business Combination, BLTS will be required to provide for payment of claims of creditors that were not waived that may be brought against BLTS within the ten years following such redemption. In order to protect the amounts held in BLTS’s trust account, the Sponsor has agreed that it will be liable to BLTS if and to the extent any claims by a third party (other than BLTS’s independent auditors) for services rendered or products sold to BLTS, or a prospective target business with which BLTS has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of BLTS’s IPO against certain liabilities, including liabilities under the Securities Act.

•        In order to finance transaction costs in connection with BLTS’s initial business combination (including any amounts which are currently outstanding), the Sponsor or an affiliate of the Sponsor, or certain of BLTS’s officers and directors may, but are not obligated to, loan funds to BLTS as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes that would each become due and payable in full, without interest, upon completion of BLTS’s initial business combination, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a business combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to BLTS’s private placement warrants. In the event that BLTS does not complete its initial business combination within the prescribed time frame, BLTS may use a portion of its working capital held outside of its trust account to repay any Working Capital Loans made to BLTS, but no proceeds held in the trust account would be used to repay such Working Capital Loans, and the applicable related party lender or lenders may not be able to recover the value it or they have loaned to BLTS pursuant to such Working Capital Loans.

•        On January 18, 2022, BLTS entered into a Convertible Promissory Note (the “Promissory Note”) with the Sponsor. Pursuant to the Promissory Note, the Sponsor has agreed to loan to BLTS up to $1.5 million to be used for working capital purposes. In December 2021, the Sponsor advanced $200,000 to BLTS for incurred expenses, which advance is deemed to have been a drawdown under the Promissory Note. Up to $1.5 million of the loans may be settled in whole warrants to purchase Class A common stock of BLTS at a conversion price equal to $1.00 per warrant. The loans will not bear any interest, and will be repayable by BLTS to the Sponsor upon the earlier of the date by which BLTS must complete an initial business combination pursuant to its amended and restated certificate of incorporation (as amended from time to time) and the consummation of the Business Combination. The maturity date of the Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Promissory Note may be prepaid at any time by BLTS, at its election and without penalty; provided, however, that the Sponsor shall have a right to first convert such principal balance as described in Section 6 of the Promissory Note upon notice of such prepayment.

•        Pursuant to the Registration Rights Agreement, the Sponsor, certain of BLTS’s directors and officers and the Major Company Equityholders will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of ParentCo Common Stock and warrants held by such parties following the consummation of the Business Combination.

The existence of financial and personal interests of one or more of BLTS’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of BLTS and its stockholders and what he, she or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, BLTS’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Certain Relationships and Related Persons Transactions” for a further discussion of these considerations.

The personal and financial interests of the Sponsor and BLTS’s directors and officers may have influenced their motivation in identifying and selecting Manscaped as a business combination target, completing an initial business combination with Manscaped and influencing the operation of the business following the initial business combination. In considering the recommendations of BLTS’s board of directors to vote for the proposals, its stockholders should consider these interests.

The exercise of BLTS’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in BLTS’s stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the BCA, would require BLTS to agree to amend the BCA, to consent to certain actions taken by Manscaped or to waive rights that BLTS is entitled to under the BCA. Such events could arise because of changes in the course of Manscaped’s business or a request by Manscaped to undertake actions that would otherwise be prohibited by the terms of the BCA. In any of such circumstances, it would be at BLTS’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for BLTS and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, BLTS does not believe there will be any changes or waivers that BLTS’s directors and executive officers would be likely to make after stockholder approval of the BCA Proposal has been obtained. While certain changes could be made without further stockholder approval, BLTS will circulate a new or amended proxy statement/prospectus and resolicit BLTS’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the BCA Proposal.

We and Manscaped will incur significant transaction and transition costs in connection with the Business Combination.

We and Manscaped have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. We and Manscaped may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the BCA (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by ParentCo following the closing of the Business Combination.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus/consent solicitation statement provided to stockholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require the BLTS and/or Manscaped to incur significant costs and draw the attention of the BLTS’s and Manscaped’s management teams away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the expected timeframe.

The announcement of the proposed Business Combination could disrupt ParentCo’s relationships with Manscaped employees, customers, suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Manscaped’s business include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect ParentCo’s ability to retain and hire key personnel and other employees;

•        customers, suppliers, business partners and other parties with which Manscaped maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with ParentCo or fail to extend an existing relationship with ParentCo; and

•        ParentCo has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact ParentCo’s results of operations and cash available to fund its business.

The historical financial results of Manscaped and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what ParentCo’s actual financial position or results of operations would have been.

The historical financial results of Manscaped included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows it would have achieved as a standalone Surviving Corporation during the periods presented or those ParentCo will achieve in the future. This is primarily the result of the following factors: (i) ParentCo will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) ParentCo’s capital structure will be different from that reflected in Manscaped’s historical financial statements. ParentCo’s

financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare ParentCo’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, BLTS being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Manscaped on the Closing Date and the number of shares of BLTS Class A Common Stock that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of ParentCo’s future operating or financial performance and ParentCo’s actual financial condition and results of operations may vary materially from ParentCo’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See the section titled “Selected Unaudited Pro Forma Condensed Combined Financial Information.”

We have a specified maximum redemption threshold. This redemption threshold may make it more difficult for us to complete the Business Combination as contemplated.

The BCA provides that Manscaped’s obligation to consummate the Business Combination is conditioned on, among other things, that as of the Closing, (i) the amount of cash available in (x) the trust account into which substantially all of the proceeds of our initial public offering and private placements of our warrants have been deposited for the benefit of BLTS, certain of our public stockholders and the underwriters of our initial public offering (the “Trust Account”), after deducting the amount required to satisfy our obligations to our stockholders (if any) that exercise their rights to redeem their shares of BLTS Class A Common Stock pursuant to the BLTS Governing Documents (but prior to payment of (a) any deferred underwriting commissions being held in the Trust Account and (b) any transaction expenses of BLTS or its affiliates) (the “Trust Amount”) plus (y) the PIPE Investment, is at least equal to or greater than $75 million (the “Minimum Cash Condition”), provided, that, Sponsor or any of its or its members’ affiliates shall have the right, but not the obligation, prior to the Closing to acquire common stock of ParentCo (on the same terms and conditions as set forth in the Subscription Agreements) and the proceeds of such acquisition shall constitute additional available cash.

The closing of the PIPE Investment is conditioned on, among other things, that no more than 75% of the BLTS Class A Common Stock eligible for redemption, based upon not only the terms of BLTS’s certificate of incorporation but also any contractual arrangements between a holder of BLTS common shares and BLTS, shall have been submitted to BLTS for redemption and not withdrawn prior to the Closing. If more than 75% of the BLTS Class A Common Stock eligible for redemption is submitted to BLTS for redemption and not withdrawn prior to Closing, and the PIPE Investors do not waive this condition, Manscaped may still waive the Minimum Cash Condition, which would release certain PIPE Investors from their obligations to purchase shares of ParentCo at Closing. In such an event, the cash held by ParentCo and its subsidiaries (including Manscaped) in the aggregate, after the Closing may not be sufficient to allow us to operate and pay our bills as they become due. Furthermore, our affiliates are not obligated to make loans to us in the future (other than the Sponsor’s commitment to provide us loans in order to finance transaction costs in connection with a business combination). We may be unable to take such actions as may be desirable in order to optimize the capital structure of ParentCo after consummation of the Business Combination and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

If the Trust Amount when added to the PIPE Investment (such aggregate amount, the “Available Cash”) is equal to or greater than the Minimum Available Cash Amount, then this condition will be deemed to have been satisfied (such condition, the “Minimum Cash Condition”). This condition is for the sole benefit of Manscaped. If such condition is not met, and such condition is not or cannot be waived under the terms of the BCA, then the BCA could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the BLTS Governing Documents, in no event will BLTS redeem public shares in an amount that would cause ParentCo’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

There can be no assurance that Manscaped could and would waive the Minimum Cash Condition. Furthermore, as provided in the BLTS Governing Documents, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the BCA, then the BCA could terminate and the proposed Business Combination may not be consummated.

If such conditions are waived and the Business Combination is consummated with less than the Minimum Available Cash Amount in the trust account, the cash held by ParentCo and its subsidiaries (including Manscaped) in the aggregate, after the Closing may not be sufficient to allow us to operate and pay our bills as they become due. Furthermore, our affiliates are not obligated to make loans to us in the future (other than the Sponsor’s commitment to provide us loans in order to finance transaction costs in connection with a business combination). The additional exercise of redemption rights with respect to a large number of our public stockholders may make us unable to take such actions as may be desirable in order to optimize the capital structure of ParentCo after consummation of the Business Combination and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

Deferred underwriting fees in connection with the IPO and payable at the consummation of the Business Combination will not be adjusted to account for redemptions by the Public Stockholders; if the Public Stockholders exercise their redemption rights, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase.

The underwriters in the IPO are entitled to deferred underwriting commissions totaling $7,568,750 upon the consummation of the Business Combination, such amounts being held in the Trust Account until the consummation of the Business Combination. Such amounts will not be adjusted to account for redemptions of BLTS Class A Common Stock by the Public Stockholders. Accordingly, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase as the number of shares of BLTS Class A Common Stock redeemed increases. If no Public Stockholders exercise redemption rights with respect to their shares of BLTS Class A Common Stock, the amount of effective underwriting commissions due to the underwriters upon the consummation of the Business Combination will represent 3.29% of the aggregate proceeds from the IPO retained by BLTS. If Public Stockholders exercise redemption rights with respect to 5,750,000 shares of BLTS Class A Common Stock, the amount of effective underwriting commissions due to the underwriters upon the consummation of the Business Combination will represent 4.39% of the aggregate proceeds from the IPO retained by BLTS taking into account such redemptions. If Public Stockholders exercise redemption rights with respect to 11,500,000 shares of BLTS Class A Common Stock, the amount of effective underwriting commissions due to the underwriters upon the consummation of the Business Combination will represent 6.58% of the aggregate proceeds from the IPO retained by BLTS taking into account such redemptions. If Public Stockholders exercise redemption rights with respect to 17,250,000 shares of BLTS Class A Common Stock, the amount of effective underwriting commissions due to the underwriters upon the consummation of the Business Combination will represent 13.16% of the aggregate proceeds from the IPO retained by BLTS taking into account such redemptions.

Public stockholders who wish to redeem their public shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If BLTS stockholders fail to comply with the redemption requirements specified in this proxy statement/consent solicitation statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the trust account.

A public stockholder will be entitled to receive cash for any public shares to be redeemed only if such public stockholder: (i)(a) holds public shares, or (b) if the public stockholder holds public shares through units, the public stockholder elects to separate its units into the underlying public shares and public warrants prior to exercising its redemption rights with respect to the public shares; (ii) submits a written request to Continental, BLTS’s transfer agent, in which it (a) requests that ParentCo redeem all or a portion of its public shares for cash, and (b) identifies itself as a beneficial holder of the public shares and provides its legal name, phone number, and address; and (iii) delivers its share certificates (if any) and other redemption forms (as applicable) to Continental physically or electronically through DTC. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to            , Pacific Time, on            , 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. In order to obtain a physical share certificate, a public stockholder’s broker and/or clearing broker, DTC and Continental, will need to act to facilitate this request. It is BLTS’s understanding that public stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because BLTS does not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public stockholders who wish to redeem their public shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, ParentCo will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the initial public offering, calculated as of two business days prior to the consummation of the Business Combination. Please see the section titled “Special Meeting of BLTS — Redemption Rights” for additional information on how to exercise your redemption rights.

If a public stockholder fails to receive notice of BLTS’s offer to redeem public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite BLTS’s compliance with the proxy rules, a public stockholder fails to receive BLTS’s proxy materials, such public stockholder may not become aware of the opportunity to redeem his, her, or its public shares. In addition, the proxy materials that BLTS is furnishing to holders of public shares in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem the public shares. In the event that a public stockholder fails to comply with these procedures, its public shares may not be redeemed. Please see the section titled “Special Meeting of BLTS — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.

A public stockholder, together with any of his, her, or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her, or its shares or, if part of such a group, the group’s shares, in excess of 15% of the public shares. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, BLTS will require each public stockholder seeking to exercise redemption rights to certify to BLTS whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to BLTS at that time, such as Section 13D, Section 13G, and Section 16 filings under the Exchange Act, will be the sole basis on which BLTS makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over BLTS’s ability to consummate the Business Combination and you could suffer a material loss on your investment in BLTS if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if BLTS consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the public shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. BLTS cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge BLTS’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, BLTS stockholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

There is no guarantee that a public stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the public stockholder in a better future economic position.

BLTS can give no assurance as to the price at which a public stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in BLTS share price, and may result in a lower value realized now than a public stockholder might realize in the future had the public stockholder not redeemed its shares. Similarly, if a public stockholder does not redeem its shares, the public stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a public stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/consent solicitation statement/prospectus. A public stockholder should consult the public stockholder’s own financial advisor for assistance on how this may affect his, her, or its individual situation.

The Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates may, subject to compliance with applicable laws, elect to purchase shares or warrants from public stockholders, which may influence the vote on the Business Combination and reduce the public “float” of our securities.

Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the BLTS redemption process (i.e., approximately $10.00 per share); (b) would represent in writing that such public shares will not be voted in favor of approving the Business Combination; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.

To the extent any such purchases by the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, BLTS will disclose in a Form 8-K prior to the Special Meeting the following: (i) the number of BLTS public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the BCA Proposal will be approved; (iv) the identities of the BLTS securityholders who sold to the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of shares of BLTS Common Stock for which BLTS has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood of (x) satisfaction of the Minimum Cash Condition, (y) otherwise limiting the number of public shares electing to redeem and (z) BLTS’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001. A purchase of warrants by the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates may have the effect of increasing share ownership of Manscaped on a fully diluted basis.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Business Combination at the Special Meeting and could decrease the chances that the Business Combination would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

BLTS hereby represents that any SPAC securities purchased by the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates in situations in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the business combination transaction.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share (which was the offering price per unit in our initial public offering).

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such

claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds in the trust account to our public stockholders, BLTS files a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

The public stockholders will experience immediate dilution as a consequence of the issuance of ParentCo Common Stock as consideration in the Business Combination and the PIPE Investment and due to future issuances pursuant to the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan and the Manscaped Holdings 2022 Management Incentive Plan and pursuant to the earnout provisions of the Business Combination Agreement and the Amended Manscaped LLC Agreement. Having a minority share position may reduce the influence that our current stockholders have on the management of ParentCo.

It is anticipated that, following the Business Combination, (1) BLTS’s public stockholders are expected to own approximately 13.27% of the outstanding ParentCo Common Stock, (2) Manscaped Unitholders (without taking into account any public shares held by Manscaped Unitholders prior to the consummation of the Business Combination) are expected to own approximately 74.36% of the outstanding ParentCo Common Stock, (3) the Sponsor and related parties (including the Sponsor Related PIPE Investors) are expected to collectively own approximately 7.97% of the outstanding ParentCo Common Stock (after the exchange of 5,630,000 shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock pursuant to the Sponsor Support Agreement) and (4) the Third Party PIPE Investors are expected to own approximately 4.39% of the outstanding ParentCo Common Stock. These percentages assume (i) that no public stockholders exercise their redemption rights in connection with the Business Combination, (ii) no exercise of the public warrants, (iii) that Sponsor exchanges its 5,630,000 shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock pursuant to the Sponsor Support Agreement, (iv) full conversion of the outstanding LLC Units of Manscaped Holdings into ParentCo Class A Common Stock; and (v) that (x) ParentCo issues or reserves for issuance 76,778,705 shares of ParentCo Common Stock to certain Manscaped Unitholders as part of the consideration in connection with the Manscaped, Inc. Merger (and an additional 38,270,011 shares of ParentCo Class A Common Stock that may be issued after the Business Combination, to certain stockholders of Manscaped, Inc. prior to the Manscaped, Inc. Merger and certain equityholders of Manscaped Holdings following the Business Combination, upon the achievement of certain milestones as further described herein) and (y) ParentCo issues approximately 8,153,483 shares of ParentCo Common Stock to the PIPE Investors pursuant to the PIPE Investment. If the actual facts are different from these assumptions, the percentage ownership retained by the Company’s existing stockholders in ParentCo will be different. These figures do not take into account the shares of ParentCo common stock underlying any public warrants.

In addition, Manscaped management teams, employees and consultants hold, and after Business Combination, are expected to be granted, equity awards under the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan and the Manscaped Holdings 2022 Management Incentive Plan. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of ParentCo Common Stock.

In addition, additional shares of ParentCo Common Stock may be issued following the Business Combination upon the achievement of certain milestones pursuant to certain earnout provisions of the Business Combination Agreement. You will experience additional dilution if those shares are issued. See “BCA Proposal — Earnout” for more information.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of BLTS securities and may adversely affect prevailing market prices for our units, public shares or public warrants.

Public Stockholders who redeem their shares of BLTS Class A Common Stock may continue to hold any warrants that they own, which results in additional dilution to non-redeeming holders upon exercise of the warrants.

Public stockholders who redeem their shares of BLTS Class A Common Stock may continue to hold any warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming the maximum redemption of the shares of BLTS Class A Common Stock held by the redeeming Public Stockholders, 8,625,000 warrants would be retained by redeeming Public Stockholders with an aggregate market value of $            , based on the market price of $            per warrant as of ,            2022. As a result, the redeeming Public Stockholders would recoup their entire investment and continue to hold public warrants with an aggregate market value of $            , while non-redeeming Public Stockholders would suffer additional dilution in their percentage ownership and voting interest of Manscaped upon exercise of the FirstMark Warrants held by redeeming Public Stockholders.

Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment.

The warrants were issued in registered form under a Warrant Agreement between Continental, as warrant agent, and BLTS. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the number of the then outstanding private placement warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of ParentCo Common Stock purchasable upon exercise of a warrant.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the SEC issued a statement (the “Statement”) discussing the accounting implications of certain terms that are common in warrants issued by special purpose acquisition companies (“SPACs”). In light of the Statement and guidance in ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” our management evaluated the terms of the Warrant Agreement entered into in connection with its initial public offering and concluded that its public warrants and private placement warrants (together, the “Warrants”) include provisions that, based on the Statement, preclude the Warrants from being classified as components of equity. As a result, we have classified the Warrants as liabilities. Under this accounting treatment, we are required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in our operating results for the current period. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside our control. We expect that we will recognize non-cash gains or losses due to the quarterly fair valuation of our Warrants and that such gains or losses could be material.

BLTS’s and Manscaped’s ability to consummate the Business Combination, and the operations of ParentCo following the Business Combination, may be materially adversely affected by the COVID-19 pandemic.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Department of Health and Human Services declared a public health emergency for the United States to aid the U.S., and on March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a “pandemic.”

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and the business of Manscaped or ParentCo following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The parties will be required to consummate the Business Combination even if Manscaped, its business, financial condition and results of operations are materially affected by COVID-19. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and if Manscaped is unable to recover from business disruptions due to COVID-19 or other matters of global concern on a timely basis, Manscaped’ ability to consummate the Business Combination and ParentCo’s financial condition and results of operations following the Business Combination may be materially adversely affected. Each of Manscaped and ParentCo may also incur additional costs due to delays caused by COVID-19, which could adversely affect ParentCo’s financial condition and results of operations.

Past performance by our management team may not be indicative of future performance of an investment in ParentCo.

Past performance by our and Manscaped’s management teams is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of our and Manscaped’s management teams as indicative of the future performance of an investment in ParentCo or the returns ParentCo will, or is likely to, generate going forward.

The scope of due diligence BLTS has conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Manscaped pursued an underwritten initial public offering, and you may be less protected as an investor from any material issues with respect to Manscaped’s business, including any material omissions or misstatements contained in the registration statement or this proxy statement/prospectus than an investor in an initial public offering.

The scope of due diligence BLTS has conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Manscaped pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to private investors for any material misstatements or omissions in the registration statement. While potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any of these material misstatements or omissions, there are no underwriters of the Manscaped Class A Common Stock that will be issued pursuant to the registration statement and thus no corresponding right of action is available to investors in the Business Combination, for any material misstatements or omissions in the registration statement or this proxy statement/prospectus. Therefore, as an investor in the Business Combination, you may be exposed to future write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Manscaped’s financial condition and its share price, which could cause you to lose some or all of your investment without certain recourse against any underwriter that may be available in an underwritten public offering.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of BLTS’s securities or, following the Closing, ParentCo’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of BLTS’s securities prior to the Closing may decline. The market values of ParentCo’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which BLTS’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of ParentCo’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Manscaped’s securities. Accordingly, the valuation ascribed to Manscaped may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for ParentCo’s securities develops and continues, the trading price of ParentCo’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond ParentCo’s

control. Any of the factors listed below could have a negative impact on your investment in ParentCo’s securities and ParentCo’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of ParentCo’s securities may not recover and may experience a further decline.

Factors affecting the trading price of ParentCo’s securities may include:

•        actual or anticipated fluctuations in ParentCo’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        changes in the market’s expectations about ParentCo’s operating results;

•        success of competitors;

•        failure to attract analyst coverage for ParentCo’s stock or one or more analysts ceases coverage of ParentCo’s stock or fails to publish reports on ParentCo regularly;

•        ParentCo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning ParentCo’s or the transportation industry in general;

•        operating and share price performance of other companies that investors deem comparable to ParentCo’s;

•        ParentCo’s ability to market new and enhanced products and technologies on a timely basis;

•        changes in laws and regulations affecting ParentCo’s business;

•        ParentCo’s ability to meet compliance requirements;

•        commencement of, or involvement in, litigation involving ParentCo;

•        changes in ParentCo’s capital structure, such as future issuances of securities or the incurrence of debt;

•        the volume of ParentCo’s shares of common stock available for public sale;

•        any major change in ParentCo’s board of directors or management;

•        sales of substantial amounts of ParentCo’s shares of common stock by ParentCo’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of ParentCo’s securities irrespective of ParentCo’s operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of ParentCo’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to ParentCo’s could depress ParentCo’s share price regardless of ParentCo’s business, prospects, financial conditions or results of operations. A decline in the market price of ParentCo’s securities also could adversely affect ParentCo’s ability to issue additional securities and ParentCo’s ability to obtain additional financing in the future.

BLTS is subject to, and ParentCo will be subject to, changing law and regulations regarding regulatory matters, corporate governance, and public disclosure that have increased both BLTS’s costs and the risk of non-compliance and will increase both ParentCo’s costs and the risk of non-compliance.

BLTS is, and ParentCo will be, subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. BLTS’s efforts to comply with new and changing laws and regulations have resulted in, and ParentCo’s efforts to comply likely will result in, increased general and administrative expenses and a diversion of management time and attention.

Moreover, because these laws, regulations, and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to ParentCo’s disclosure and governance practices. If BLTS fails to address and comply with these regulations and any subsequent changes, BLTS may be subject to penalty and BLTS’s business may be harmed.

Risks Related to ParentCo

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to ParentCo following the consummation of the Business Combination.

The Tax Receivable Agreement may require ParentCo to make payments in excess of its actual cash savings.

Payments under the TRA will be based on tax reporting positions determined by ParentCo. The IRS or another taxing authority may challenge all or a part of the amount of tax basis or other tax benefits subject to the TRA, and a court could sustain such challenge. The TRA parties will not reimburse ParentCo for any payments previously made if such tax basis or other tax benefits are subsequently challenged by a taxing authority and are ultimately disallowed, except that any such excess payments made to a TRA party will be netted against future payments otherwise to be made to such TRA party, if any, after ParentCo’s determination of such excess. In addition, the actual state or local tax savings ParentCo may realize may be lower than the amount of such tax savings ParentCo is deemed to realize under the TRA, which will be based on an assumed combined state and local tax rate applied to ParentCo’s reduction in taxable income as determined for U.S. federal income tax purposes as a result of the tax attributes subject to the TRA. In both such circumstances, ParentCo could make payments under the TRA that are greater than ParentCo’s actual cash tax savings, and ParentCo may not be able to recoup those payments, which could negatively impact ParentCo’s liquidity.

In addition, the TRA provides that (1) in the event that ParentCo breaches any of ParentCo’s material obligations under the TRA or (2) if, at any time, ParentCo elects an early termination of the TRA, ParentCo’s obligations under the TRA (with respect to all applicable Manscaped Units, whether or not such units have been exchanged or acquired before or after such transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions, including that ParentCo would have sufficient taxable income to fully utilize the deductions arising from the tax basis and other tax attributes subject to the TRA. If ParentCo elects an early termination of the TRA, the termination payment would be approximately $163.4 million, assuming the termination occurred as of the closing of the Business Combination. The TRA also provides that, upon certain mergers, asset sales or other forms of business combination, or certain other changes of control, the obligations of ParentCo or ParentCo successor’s obligations with respect to tax benefits would be based on certain assumptions, including that ParentCo or ParentCo’s successor would have sufficient taxable income to fully utilize the increased tax deductions and tax basis and other benefits covered by the TRA. As a result, upon such a breach, early termination at the election of ParentCo, or change of control, ParentCo could be required to make payments under the TRA that are greater than the specified percentage of ParentCo’s actual cash tax savings, which could negatively impact ParentCo’s liquidity. The change of control provisions in the TRA may result in situations where the historic members of Manscaped Holdings have interests that differ from or are in addition to those of ParentCo’s other stockholders.

In addition, because ParentCo is a holding company with no operations of its own, ParentCo’s ability to make payments under the TRA depends on the ability of Manscaped Holdings to make distributions to Intermediate Holdco, which would be distributed to ParentCo. To the extent that ParentCo is unable to make payments under the TRA for any reason, such payments will be deferred and will accrue interest until paid, which could negatively impact ParentCo’s results of operations and could also affect ParentCo’s liquidity in periods in which such payments are made.

Any disparity between the U.S. corporate tax rate and the U.S. tax rate applicable to non-corporate members of Manscaped Holdings may complicate ParentCo’s ability to maintain its intended capital structure, which could impose transaction costs on it and require management attention.

Manscaped Holdings is treated as a partnership for U.S. federal income tax purposes and, as such, generally is not subject to U.S. federal income tax. Instead, its taxable income is generally allocated to its members, including Intermediate Holdco. If and when Manscaped Holdings generates taxable income, it will generally make cash distributions, or tax distributions, to each of its members, including Intermediate Holdco, based on each member’s allocable share of net taxable income (calculated under certain assumptions) multiplied by an assumed tax rate.

The assumed tax rate for this purpose will be the highest effective marginal combined federal, state, and local income tax rate applicable to an individual or corporate member (whichever is higher). In the event of any disparity between the tax rates applicable to corporate and non-corporate taxpayers, Intermediate Holdco could receive tax distributions from Manscaped Holdings in excess of its actual tax liability, which could result in it accumulating cash in excess of its tax liability. This would complicate ParentCo’s ability to maintain certain aspects of its capital structure. Such cash, if retained, could cause the value of a Manscaped Holdings Unit to deviate from the value of a share of ParentCo Class A Common Stock. In addition, such cash, if used to purchase additional Manscaped Holdings Units, could result in deviation from the one-to-one relationship between the shares of ParentCo Class A Common Stock outstanding and Manscaped Holdings Units indirectly held by ParentCo unless a corresponding number of additional shares of ParentCo Class A Common Stock are distributed as a stock dividend. ParentCo may, if permitted under its debt agreements, choose to pay dividends to all holders of ParentCo Class A Common Stock with any excess cash. These considerations could have unintended impacts on the pricing of the ParentCo Class A Common Stock and may impose transaction costs and require management efforts to address on a recurring basis. To the extent that ParentCo does not distribute such excess cash as dividends on ParentCo Class A Common Stock and instead, for example, holds such cash balances or lends them to Manscaped Holdings, holders of Manscaped Holdings Units during a period in which ParentCo holds such cash balances could benefit from the value attributable to such cash balances as a result of redeeming or exchanging their Manscaped Holdings Units and obtaining ownership of ParentCo Class A Common Stock (or a cash payment based on the value of ParentCo Class A Common Stock). In such case, these holders of Manscaped Holdings Units could receive disproportionate value for their Manscaped Holdings Units exchanged during this time frame.

The dual-class structure of ParentCo Common Stock will have the effect of concentrating voting power with certain current equityholders of Manscaped Holdings, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.

Holders of shares of ParentCo Class B Common Stock will be entitled to ten (10) votes per share, while holders of shares of ParentCo Class A Common Stock will be entitled to one vote per share. Upon the consummation of the Business Combination, certain Manscaped Unitholders will hold all of the issued and outstanding shares of ParentCo Class B Common Stock. Accordingly, upon the consummation of the Business Combination, certain Manscaped Unitholders will hold, directly or indirectly, and assuming maximum redemptions by the public stockholders, approximately 96.7% of the voting power of ParentCo’s capital stock on a fully-diluted basis and will be able to control matters submitted to ParentCo stockholder for approval, including the election of directors, amendments of ParentCo’s organizational documents, and any merger, consolidation, sale of all or substantially all of ParentCo’s assets, or other major corporate transactions. Such Manscaped Unitholders may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing, or deterring a change in control of ParentCo, could deprive ParentCo stockholders of an opportunity to receive a premium for their capital stock as part of a sale of ParentCo, and might ultimately affect the market price of shares of ParentCo Class A Common Stock. For information about ParentCo’s dual-class structure, see the section titled “Description of ParentCo Securities.”

ParentCo cannot predict the impact its dual-class structure may have on the stock price of ParentCo Class A Common Stock.

ParentCo cannot predict whether its dual-class structure will result in a lower or more volatile market price of ParentCo Class A Common Stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly-public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400, and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, ParentCo’s dual-class capital structure would make ParentCo ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track those indices will not invest in ParentCo Class A Common Stock. These policies are still fairly new and it is unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they

may depress these valuations compared to those of other similar companies that are included. Because of ParentCo’s dual-class structure, ParentCo will likely be excluded from certain of these indices and ParentCo cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make shares of ParentCo Class A Common Stock less attractive to other investors. As a result, the market price of shares of ParentCo Class A Common Stock could be adversely affected.

Future issuances of Class B Common Stock may be dilutive to the voting power of Class A Common Stock.

Holders of shares of ParentCo Class B Common Stock will be entitled to ten (10) votes per share, while holders of shares of ParentCo Class A Common Stock will be entitled to one vote per share. Immediately following the Business Combination, holders of Class B Common Stock will hold approximately 90% of the voting power of ParentCo’s capital stock. Further, in the event additional shares of ParentCo Class B Common Stock are issued in the future, it would result in a further reduction of the voting power of holders of ParentCo Class A Common Stock. As such, the holders of ParentCo Class B Common Stock will hold a substantial majority of the voting control over ParentCo.

No public market for Manscaped’s securities currently exists, and an active public trading market may not develop or be sustained following the Business Combination.

No public market for Manscaped’s securities currently exists. An active public trading market for Manscaped’s securities may not develop following the completion of the Business Combination or, if developed, may not be sustained. The PIPE offering price for was determined through negotiations with investment bankers, and the negotiated price may not be indicative of the market price of ParentCo’s securities following the Closing. The market value of ParentCo’s securities may decrease from the PIPE price. As a result of these and other factors, you may be unable to resell your shares at or above the PIPE price. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair value of your shares. An inactive market may also impair ParentCo’s ability to raise capital to continue to fund operations by selling shares and may impair ParentCo’s ability to acquire other companies by using its shares as consideration.

Future resales of common stock after the consummation of the Business Combination may cause the market price of ParentCo’s securities to drop significantly, even if ParentCo’s business is doing well.

Pursuant to the Registration Rights Agreement, the Amended Manscaped LLC Agreement and the Proposed Bylaws, after the consummation of the Business Combination and subject to certain exceptions, the Sponsor, BLTS’s directors and officers and certain Manscaped Unitholders will be contractually restricted from selling or transferring any of their shares of common stock (not including the shares of ParentCo Common Stock issued in the PIPE Investment pursuant to the terms of the Subscription Agreements) (the “Lock-up Shares”). Such restrictions begin at Closing and end on the earlier of (i) the date that is 365 days after Closing, (ii) the closing of a merger, liquidation, stock exchange, reorganization or other similar transaction after the Closing Date of the Merger that results in all of the public stockholders of ParentCo having the right to exchange their shares of ParentCo Class A Common Stock for cash, securities or other property, or (iii) the day after the date on which the closing price of the ParentCo Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing date of the Merger.

However, following the expiration of such lock-up, the Sponsor, BLTS’s directors and officers and the Manscaped Unitholders will not be restricted from selling shares of ParentCo’s Common Stock held by them, other than by applicable securities laws. Additionally, the PIPE Investors will not be restricted from selling any of their shares of our Class A Common Stock following the closing of the Business Combination, other than by applicable securities laws. As such, sales of a substantial number of shares of ParentCo Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of ParentCo Common Stock. Upon completion of the Business Combination, the Sponsor, BLTS’s directors and officers and the Manscaped Unitholders will collectively beneficially own approximately 54.4% of the outstanding shares of ParentCo Common Stock (not including the shares of ParentCo Class A Common Stock issued in the PIPE Investment pursuant to the terms of the Subscription Agreements), assuming that no additional public stockholders redeem their public shares in connection with the Business Combination. Assuming 17,250,000 public shares are redeemed in connection with the Business Combination, in the aggregate, the ownership of the

Sponsor, BLTS’s directors and officers and the Manscaped Unitholders would rise to 82.7% of the outstanding shares of ParentCo Common Stock (not including the shares of ParentCo Class A Common Stock issued to Third Party PIPE Investors in the PIPE Investment pursuant to the terms of the Subscription Agreements).

The shares held by the Sponsor, BLTS’s directors and officers and the Manscaped Unitholders may be sold after the expiration of the applicable lock-up period under the Registration Rights Agreement, the Amended Manscaped LLC Agreement and the Proposed Bylaws. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in ParentCo’s share price or the market price of ParentCo Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of ParentCo’s common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants as described above could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees. ParentCo does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, ParentCo currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of ParentCo’s board of directors and will depend on its financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

In the event that ParentCo elects to redeem your warrants, ParentCo will fix a date for the redemption, and then a notice of redemption will be mailed by first class mail, postage prepaid, not less than 30 days prior to the date fixed for redemption to the registered holders of the warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the foregoing manner will be conclusively presumed to have been duly given whether or not the registered holder received such notice. Additionally, while ParentCo will be required to provide such notice of redemption, ParentCo is not separately required to, and does not currently intend to, notify any holders of when the warrants become eligible for redemption. If you do not exercise your warrants in connection with a redemption, including because you are unaware that such warrants are being redeemed, you would only receive the nominal redemption price for your warrants. As of April 18, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, the last reported sale of price of BLTS Class A common stock was $9.91 per share, which is below the threshold required for redemption.

Nasdaq may not list ParentCo’s securities on its exchange, and ParentCo may not be able to comply with the continued listing standards of Nasdaq, which could limit investors’ ability to make transactions in ParentCo’s securities and subject ParentCo to additional trading restrictions.

In connection with the Business Combination, in order to continue to maintain the listing of our securities on Nasdaq, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. We will apply to have ParentCo’s securities listed on Nasdaq upon consummation of the Business Combination. We cannot assure you that we will be able to meet all initial listing requirements. Even if ParentCo’s securities are listed on Nasdaq, ParentCo may be unable to maintain the listing of its securities in the future.

If ParentCo fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, Manscaped would not be required to consummate the Business Combination. In the event that Manscaped elected to waive this condition, and the Business Combination was consummated without ParentCo’s securities being listed on Nasdaq or on another national securities exchange, ParentCo could face significant material adverse consequences, including:

•        a limited availability of market quotations for ParentCo’s securities;

•        reduced liquidity for ParentCo’s securities;

•        a determination that ParentCo Common Stock is a “penny stock” which will require brokers trading in ParentCo Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for ParentCo’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If ParentCo’s securities were not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

Subsequent to consummation of the Business Combination, we may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Manscaped has identified all material issues or risks associated with Manscaped, its business or the industry in which it competes. Furthermore, we cannot assure you that factors outside of Manscaped’s and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or ParentCo. Additionally, we have no indemnification rights against the Manscaped Unitholders under the BCA and substantially all of the purchase price consideration will be delivered at the Closing.

Accordingly, any stockholders or warrant holders of BLTS who choose to remain ParentCo stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares, warrants and units. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Additional Risks Related to Ownership of ParentCo Common Stock Following the Business Combination and ParentCo Operating as a Public Company

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to ParentCo following the consummation of the Business Combination.

The price of ParentCo’s common stock and warrants may be volatile.

Upon consummation of the Business Combination, the price of ParentCo Common Stock, as well as ParentCo and warrants may fluctuate due to a variety of factors, including:

•        changes in the industries in which ParentCo and its customers operate;

•        developments involving ParentCo’s competitors;

•        developments involving ParentCo’s suppliers;

•        market demand and acceptance of ParentCo’s products;

•        changes in laws and regulations affecting its business, including export control laws;

•        variations in its operating performance and the performance of its competitors in general;

•        actual or anticipated fluctuations in ParentCo’s quarterly or annual operating results;

•        publication of research reports by securities analysts about ParentCo or its competitors or its industry;

•        the public’s reaction to ParentCo’s press releases, its other public announcements and its filings with the SEC;

•        actions by stockholders, including the sale by the Third Party PIPE Investors of any of their shares of ParentCo’s common stock;

•        additions and departures of key personnel;

•        commencement of, or involvement in, litigation involving ParentCo;

•        changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of ParentCo Common Stock available for public sale; and

•        general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.

These market and industry factors may materially reduce the market price of ParentCo Common Stock and warrants regardless of the operating performance of ParentCo.

Warrants will become exercisable for ParentCo Class A Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding warrants to purchase an aggregate of 18,100,000 shares of ParentCo Class A Common Stock, comprising 11,500,000 public warrants and 6,600,000 private placement warrants will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. These warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Business Combination and 12 months from the closing of our initial public offering. The likelihood that these warrants will be exercised increases if the trading price of shares of ParentCo Class A Common Stock exceeds the exercise price of the warrants. The exercise price of these warrants will be $11.50 per share.

Based on the closing price of $0.59 per warrant on Nasdaq on April 18, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, the public warrants and the private placement warrants have an aggregate market value of approximately $10.68 million. However, there is no guarantee that the warrants will ever be in the money after they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

To the extent such warrants are exercised, additional shares of ParentCo Class A Common Stock will be issued, which will result in dilution to the holders of ParentCo Common Stock and increase the number of shares eligible for resale in the public market. The dilution, as a percentage of outstanding shares, caused by the exercise of the warrants will increase if a large number of BLTS Stockholders elect to redeem their shares in connection with the Business Combination. Holders of warrants do not have a right to redeem the warrants. Further, the redemption of BLTS Class A Common Stock without any accompanying redemption of public warrants will increase the dilutive effect of the exercise of public warrants. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of ParentCo Common Stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See the section titled “Risks Related to the Business Combination and BLTS — Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment.”

The registration under the Securities Act or any state securities laws of the shares of ParentCo Class A Common Stock issuable upon exercise of the warrants may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

Under the terms of the Warrant Agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the shares of ParentCo Class A Common Stock issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of ParentCo Class A Common Stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if ParentCo’s Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of ParentCo Class A Common Stock included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants. In such an instance, the Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ParentCo Class A Common Stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ParentCo Class A Common Stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of ParentCo Class A Common Stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

ParentCo does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, ParentCo currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of ParentCo’s board of directors and will depend on its financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

Following the consummation of the Business Combination, our only significant asset will be our ownership interest in Manscaped and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on ParentCo Common Stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of Manscaped. We and certain investors, the Manscaped Unitholders, and directors and officers of Manscaped and its affiliates will become stockholders of ParentCo. We will depend on Manscaped for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to

ParentCo Common Stock. The financial condition and operating requirements of Manscaped may limit our ability to obtain cash from Manscaped. The earnings from, or other available assets of, Manscaped may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on ParentCo Common Stock or satisfy our other financial obligations.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our Business Combination.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from ParentCo’s business operations.

As a public company, ParentCo will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, ParentCo will incur significant legal, accounting and other expenses that Manscaped did not previously incur. ParentCo’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

These rules and regulations will result in ParentCo incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for ParentCo to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for ParentCo to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

We are currently an emerging growth company within the meaning of the Securities Act and, to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We run the risk of losing our status as an emerging growth company in the near future which could impact how we report under the Securities Act.

We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

Each of the Proposed Certificate of Incorporation and the Proposed Bylaws will designate the Court of Chancery of the State of Delaware and the federal district courts of the United States of America as the exclusive forums for certain disputes between ParentCo and its stockholders, which will restrict such stockholders’ ability to choose the judicial forum for disputes with ParentCo or its directors, officers, or employees.

Each of the Proposed Certificate of Incorporation and the Proposed Bylaws provides that the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court or federal district court located within the State of Delaware) is the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on behalf of ParentCo; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of ParentCo’s current or former directors, officers, or other employees to ParentCo or its stockholders; (iii) any action or proceeding asserting a claim against ParentCo or any of its current or former directors, officers or other employees arising out of or pursuant to any provision of the DGCL; and (iv) any action or proceeding asserting a claim against ParentCo or any of its current or former directors, officers, or other employees that is governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, or the Securities Act. In addition, to prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, each of the Proposed Certificate of Incorporation and Proposed Bylaws provides that, unless ParentCo consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such provision.

These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with ParentCo or its directors, officers, or other employees. While Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against ParentCo, its directors, officers, or other employees in a venue other than in the federal district courts of the United States of America. In such instance, ParentCo would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of the Proposed Certificate of Incorporation and the Proposed Bylaws. This may require significant additional costs associated with resolving such action in other jurisdictions and ParentCo cannot assure you that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive-forum provision in the Proposed Certificate of Incorporation or the Proposed Bylaws to be inapplicable or unenforceable in an action, ParentCo may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm ParentCo’s business.

The Warrant Agreement (as amended by the Warrant Amendment) designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with ParentCo.

The Warrant Agreement (as amended by the Warrant Amendment) provides that, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement (as amended by the Warrant Amendment), including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Notwithstanding the foregoing, these provisions of the Warrant Agreement (as amended by the Warrant Amendment) will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Section 27

of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement (as amended by the Warrant Amendment). If any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement (as amended by the Warrant Amendment), is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement (as amended by the Warrant Amendment) inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Risks Related to the Consummation of the ParentCo Merger

Delaware law and ParentCo’s Proposed Organizational Documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Organizational Documents that will be in effect upon consummation of the Business Combination, and the DGCL contains provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of ParentCo Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of ParentCo’s board of directors or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Organizational Documents include provisions regarding:

•        10 votes per share for each outstanding share of ParentCo’s Class B Common Stock;

•        providing for a classified board of directors with staggered, three-year terms;

•        the ability of ParentCo’s board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        the ParentCo Proposed Certificate of Incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•        the limitation of the liability of, and the indemnification of, ParentCo’s directors and officers;

•        the ability of ParentCo’s board of directors to amend the bylaws, which may allow ParentCo’s board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

•        advance notice procedures with which stockholders must comply to nominate candidates to ParentCo’s board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in ParentCo’s board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of ParentCo.

Special Meeting of BLTS

General

BLTS is furnishing this proxy statement/prospectus to our stockholders as part of the solicitation of proxies by our board of directors for use at the Special Meeting of BLTS to be held on            , 2022, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about            , 2022 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides our stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on            , 2022, at            , Pacific Time, unless the Special Meeting is adjourned.

The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast on the Internet. BLTS stockholders will be able to attend the Special Meeting remotely and vote their shares electronically during the Special Meeting by visiting the virtual meeting website at            and entering the control number included on their proxy card.

We are pleased to utilize virtual stockholder meeting technology to (a) provide ready access and cost savings to BLTS stockholders and BLTS, and (b) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention and the SEC due to the COVID-19 pandemic. The virtual meeting format will allow attendance by BLTS stockholders from any location in the world.

Purpose of the Special Meeting

At the Special Meeting, BLTS is asking holders of Common Stock to:

•        consider and vote upon a proposal to approve and adopt the BCA attached to this proxy statement/prospectus as Annex A, pursuant to which, among other things, BLTS, Manscaped Holdings and the other parties thereto, have agreed to combine certain of their subsidiaries through a series of transactions that will result, among other things, in ParentCo becoming a publicly traded company on Nasdaq and acquiring a controlling interest in (with Intermediate Holdco, a wholly owned subsidiary of ParentCo, becoming the managing member of) Manscaped Holdings in an “Up-C” structure. Pursuant to the terms of the BCA, among other things: (i) BLTS and ParentCo will enter into a merger transaction pursuant to which BLTS will merge with and into ParentCo, pursuant to which the separate corporate existence of BLTS will cease and ParentCo will be the surviving corporation, (ii) ParentCo will, through a series of mergers and related transactions, acquire Manscaped, Inc., a wholly owned subsidiary of Manscaped Holdings, as well as a controlling interest in (and become the managing member of) Manscaped Holdings, which will continue to hold the Manscaped business (the “BCA Proposal”);

•        consider and vote upon the following 7 separate proposals (collectively, the “Organizational Documents Proposals”) to approve, assuming the BCA Proposal is approved and adopted, the following material differences between the BLTS Governing Documents and the Proposed Organizational Documents:

•        Organizational Documents Proposal A — ParentCo will have 605,000,000 shares of authorized capital stock, which will consist of (i) 500,000,000 shares of Class A Common Stock, par value $0.0001 per share (“ParentCo Class A Common Stock”), (ii) 100,000,000 shares of Class B Common Stock, par value $0.0001 per share (“ParentCo Class B Common Stock”), and (iii) 5,000,000 shares of preferred stock, as opposed to BLTS having 401,000,000 shares of authorized capital stock, which consists of (i) 380,000,000 shares of BLTS Class A Common Stock and (ii) 20,000,000 shares of Class B Common Stock, par value $0.0001 per share, (“BLTS Class B Common Stock,” and together with BLTS Class A Common Stock, “BLTS Common Stock”) and (iii) 1,000,000 shares of preferred stock;

•        Organizational Documents Proposal B — The Proposed Certificate of Incorporation will provide that holders of ParentCo Class A Common Stock are entitled to one (1) vote per share and holders of ParentCo Class B Common Stock are entitled to ten (10) votes per share, as opposed to holders of BLTS Class A Common Stock and BLTS Class B Common Stock are entitled to one vote per share of BLTS Common Stock, pursuant to the BLTS Governing Documents;

•        Organizational Documents Proposal C — ParentCo will amend its name to “Manscaped Holdings, Inc.” from “Bright Lights Acquisition Corp.”;

•        Organizational Documents Proposal D — ParentCo Board shall consist of not less than three (3) nor more than eleven (11) members, with the exact number initially fixed at seven (7) and adjusted thereafter from time to time by the Board, as opposed to the BLTS Governing Documents which provide that the Board shall be consist of not less than one (1) nor more than fifteen (15) members, with the exact number initially fixed at one (1) and thereafter from time to time by the Board;

•        Organizational Documents Proposal E — The Proposed Certificate of Incorporation does not include any provisions relating to ParentCo’s ongoing existence and the default under the DGCL will make ParentCo’s existence perpetual, as opposed to the BLTS Governing Documents providing that if BLTS does not consummate a business combination (as defined in the BLTS Governing Documents) by January 11, 2023, BLTS will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate BLTS’s trust account;

•        Organizational Documents Proposal F — The Proposed Certificate of Incorporation will eliminate various provisions applicable only to blank check companies; and

•        Organizational Documents Proposal G — The Proposed Bylaws contain a lock-up provision under which, after the consummation of the Business Combination and subject to certain exceptions, the Sponsor, BLTS’s directors and officers and certain Manscaped Unitholders will be contractually restricted from selling or transferring any of their shares of common stock until the earliest of (i) the date that is 365 days after the closing of the Business Combination, (ii) the closing of a merger, liquidation, stock exchange, reorganization or other similar transaction that results in all of the public stockholders of ParentCo having the right to exchange their shares of ParentCo Class A Common Stock for cash securities or other property, or (iii) the day after the date on which the closing price of the ParentCo Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing date of the Business Combination.

•        consider and vote upon a proposal to elect 5 directors to serve staggered terms, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death (the “Director Election Proposal”) with 2 additional directors to be appointed prior to Closing;

•        consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of (a) ParentCo Class A Common Stock to the PIPE Investors pursuant to the PIPE Investment and (b) shares of ParentCo Common Stock to the Manscaped Unitholders as consideration for their shares of Manscaped, Inc. pursuant to the Business Combination Agreement and the Manscaped, Inc. Merger (the “Stock Issuance Proposal”);

•        consider and vote upon a proposal to approve the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan (the “Equity Incentive Plan Proposal”);

•        consider and vote upon a proposal to approve the Manscaped Holdings 2022 Management Incentive Plan (the “Management Incentive Plan Proposal” and collectively with the BCA Proposal, the Director Election Proposal, the Organizational Documents Proposals, the Stock Issuance Proposal, and the Equity Incentive Plan Proposal, the “Condition Precedent Proposals”); and

•        consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting (the “Adjournment Proposal”).

Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation of BLTS Board of Directors

BLTS’s board of directors believes that the BCA Proposal and the other proposals to be presented at the Special Meeting are in the best interest of BLTS’s stockholders and unanimously recommends that its stockholders vote “FOR” the BCA Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Management Incentive Plan Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The existence of financial and personal interests of one or more of BLTS’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of BLTS and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, BLTS’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “BCA Proposal — Interests of BLTS’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Record Date; Who is Entitled to Vote

BLTS stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned BLTS Common Stock at the close of business on            , 2022, which is the “record date” for the Special Meeting. Stockholders will have one vote for each share of BLTS Common Stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. BLTS Warrants do not have voting rights. As of the close of business on the record date, there were 28,750,000 Common Stock issued and outstanding, of which 23,000,000 were issued and outstanding public shares.

The Sponsor and each director and officer of BLTS have agreed to, among other things, vote in favor of the BCA and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement, and waive their redemption rights in connection with the consummation of the Business Combination with respect to any founder shares and BLTS Common Stock held by them, subject to the terms and conditions contemplated in the letter agreement, dated as of January 6, 2021. As of the date of the accompanying proxy statement/prospectus, the Sponsor and BLTS’s directors and officers own 20.0% of the issued and outstanding Common Stock. If BLTS is not able to complete the Business Combination with Manscaped or another business combination by January 11, 2023, then the Sponsor and each director and officer of BLTS will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold.

Quorum

A quorum of BLTS stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if the holders of a majority of the issued and outstanding shares of capital stock of BLTS entitled to vote at the Special Meeting are represented in person or by proxy. As of the record date for the Special Meeting, 14,375,001 shares of BLTS Common Stock would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to BLTS but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

Vote Required for Approval

The following votes are required for each proposal at the Special Meeting:

•        BCA Proposal:    The BCA Proposal requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock.

•        Organizational Documents Proposals:    (i) the separate approval of each of the Organizational Documents Proposals requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock; and (ii) Organizational Documents Proposal A (Changes in Share Capital) and Organizational Documents Proposal B (Changes in Voting Power) require the affirmative vote of the holders of at least a majority of the outstanding shares of BLTS Class B Common Stock and at least a majority of the outstanding shares of BLTS Class A Common Stock, in each case voting separately as a single class.

•        Director Election Proposal:    The directors subject to the Director Election Proposal will be elected by an affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock voting together as a single class present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting.

•        Stock Issuance Proposal:    The Stock Issuance Proposal requires the affirmative vote of the majority of the issued and outstanding BLTS Common Stock voting together as a single class present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting.

•        Equity Incentive Plan Proposal:    The Equity Incentive Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock voting together as a single class present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting.

•        Management Incentive Plan Proposal:    The Management Incentive Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock voting together as a single class present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting.

•        Adjournment Proposal:    The Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of BLTS Common Stock voting together as a single class present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting.

Voting Your Shares

Each BLTS Common Stock that you own in your name entitles you to one vote. Your proxy card shows the number of BLTS Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your BLTS Common Stock at the Special Meeting:

•        You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by BLTS’s board “FOR” the BCA Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Management Incentive Plan Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•        You can attend the Special Meeting and vote in person. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way BLTS can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a BLTS stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify BLTS’s Secretary in writing before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting, revoke your proxy, and vote online, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your BLTS Common Stock, you may call Morrow Sodali LLC, BLTS’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing BLTS.info@investor.morrowsodali.com.

Redemption Rights

Pursuant to the BLTS Governing Documents, a public stockholder may request of BLTS that ParentCo redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

•        hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

•        submit a written request to Continental, BLTS’s transfer agent, that ParentCo redeem all or a portion of your public shares for cash; and

•        deliver your public shares to Continental, BLTS’s transfer agent, electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Pacific Time, on            , 2022 (two business days before the Special Meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.    If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, BLTS’s transfer agent, directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of the public shares held by them, regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, BLTS’s transfer agent, ParentCo will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public stockholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the ParentCo Merger and, accordingly, it is shares of ParentCo Common Stock that will be redeemed immediately after consummation of the Business Combination.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. ParentCo public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the BCA Proposal at the Special Meeting. If you deliver your shares for redemption to Continental, BLTS’s transfer agent, and later decide prior to the Special Meeting not to elect redemption, you may request that BLTS’s transfer agent return the shares (electronically) to you. You may make such request by contacting Continental, BLTS’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, BLTS’s transfer agent, prior to the vote taken on the BCA Proposal at the Special Meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (electronically) to Continental, BLTS’s agent, at least two business days prior to the vote at the Special Meeting.

Notwithstanding the foregoing, if we seek stockholder approval of the Business Combination and we do not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares without the prior consent of BLTS. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash without the prior consent of BLTS.

The Sponsor and each director and officer of BLTS have agreed to, among other things, vote in favor of the BCA and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement, and waive their redemption rights in connection with the consummation of the Business Combination with respect to any founder shares and BLTS Common Stock held by them. As of the date of the accompanying proxy statement/prospectus, the Sponsor and BLTS’s directors and officers own 20.0% of the issued and outstanding Common Stock.

If BLTS is not able to complete the Business Combination with Manscaped or another business combination by January 11, 2023, then the Sponsor and each director and officer of BLTS will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold.

Holders of the warrants will not have redemption rights with respect to the warrants.

The closing price of the public shares on April 18, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, was $9.91. As of December 31, 2021, funds in the trust account totaled $230,014,425 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or approximately $10.00 per issued and outstanding public share.

Prior to exercising redemption rights, public stockholders should verify the market price of the public shares as they may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. BLTS cannot assure its stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

Appraisal Rights

Neither BLTS’s stockholders nor BLTS’s warrant holders have appraisal rights in connection with the Business Combination or the ParentCo Merger under the DGCL or under the DGCL.

Proxy Solicitation Costs

BLTS is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. BLTS and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. BLTS will bear the cost of the solicitation.

BLTS has hired Morrow Sodali LLC to assist in the proxy solicitation process. BLTS will pay that firm a fee of $30,000, plus disbursements. Such fee will be paid with non-trust account funds.

BLTS will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. BLTS will reimburse them for their reasonable expenses.

BLTS Initial Stockholders

As of the date of this proxy statement/prospectus, there are 28,750,000 Common Stock issued and outstanding, which include the 5,750,000 shares of BLTS Class B Common Stock held by the Sponsor and related parties, and the 23,000,000 public shares. In addition, as of the date of this proxy statement/prospectus, there is outstanding an aggregate of 18,100,000 warrants to acquire Common Stock, which includes the 6,600,000 private placement warrants held by the Sponsor and the 11,500,000 public warrants.

Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the BLTS redemption process (i.e., approximately $10.00 per share); (b) would represent in writing that such public shares will not be voted in favor of approving the Business Combination; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.

To the extent any such purchases by the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, BLTS will disclose in a Form 8-K prior to the Special Meeting the following: (i) the number of BLTS public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the BCA Proposal will be approved; (iv) the identities of the BLTS securityholders who sold to the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of shares of BLTS Common Stock for which BLTS has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood of (x) satisfaction of the Minimum Cash Condition, (y) otherwise limiting the number of public shares electing to redeem and (z) BLTS’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001. A purchase of warrants by the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates may have the effect of increasing share ownership of Manscaped on a fully diluted basis.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Business Combination at the Special Meeting and could decrease the chances that the Business Combination would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

BCA Proposal

BLTS is asking its stockholders to approve and adopt the BCA. BLTS stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the BCA, a copy of which is attached as Annex A to this proxy statement/prospectus. Please see the subsection titled “The BCA” below for additional information and a summary of certain terms of the BCA. You are urged to read carefully the BCA in its entirety before voting on this proposal.

Because BLTS is holding a stockholder vote on the Merger, BLTS may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of BLTS Common Stock that are voted at the Special Meeting.

The BCA

This subsection of the proxy statement/prospectus describes the material provisions of the BCA, but does not purport to describe all of the terms of the BCA. The following summary is qualified in its entirety by reference to the complete text of the BCA, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the BCA in its entirety because it is the primary legal document that governs the Merger.

The BCA contains representations, warranties and covenants that the respective parties made to each other as of the date of the BCA or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the BCA. The representations, warranties and covenants in the BCA are also modified in part by the underlying disclosure letters (the “disclosure letters”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure letters contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the BCA may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the BCA or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about BLTS, Manscaped or any other matter.

Structure of the Business Combination

On November 22, 2021, BLTS entered into the Business Combination Agreement, with Manscaped Holdings, ParentCo, Intermediate Holdco, Merger Sub Corp. and Merger Sub LLC, pursuant to which, among other things: (i) BLTS and ParentCo will enter into a merger transaction pursuant to which BLTS will merge with and into ParentCo (the “ParentCo Merger”), pursuant to which the separate corporate existence of BLTS will cease and ParentCo will be the surviving corporation, (ii) Merger Sub Corp will merge with and into Manscaped, Inc., a Delaware corporation and a wholly owned subsidiary of Manscaped Holdings (“Manscaped, Inc.”), pursuant to which the separate corporate existence of Merger Sub Corp will cease and Manscaped, Inc. will be the surviving corporation and a wholly owned subsidiary of ParentCo (the “Manscaped, Inc. Merger”), (iii) pursuant to the Exchange Agreement, to be entered into by Manscaped Holdings, ParentCo and certain other parties thereto, each holder of incentive units of Manscaped Holdings shall agree to the cancellation of their respective unvested incentive units in exchange for restricted stock units of ParentCo, and immediately thereafter, all exchanged incentive units of Manscaped Holdings shall be cancelled, (iv) Manscaped, Inc. will merge with and into Merger Sub LLC (such merger, the “Second Merger” and, together with the Manscaped, Inc. Merger, the “Mergers”), with Merger Sub LLC being the surviving entity of the Second Merger (the “Surviving Entity”), and (v) following the Mergers, (x) Intermediate Holdco will contribute all of its interest in the Surviving Entity to Manscaped Holdings in exchange for limited liability company interests of Manscaped and (y) Intermediate Holdco will become the managing member of Manscaped Holdings pursuant to an amended and restated limited liability company agreement of Manscaped Holdings. Following the closing (the “Closing”) of the series of transactions contemplated by the Business Combination Agreement (such transactions, the “Business Combination”), the name of ParentCo is expected to change to Manscaped Holdings, Inc.

Upon the Effective Time, (1) each of the then issued and outstanding BLTS Class A Common Stock will convert automatically, on a one-for-one basis, into a share of ParentCo Class A Common Stock, (2) each of the then issued and outstanding BLTS Class B Common Stock will convert automatically, on a one-for-one basis, into a share of ParentCo

Class A Common Stock, (3) each then issued and outstanding redeemable warrant of BLTS Warrant will convert automatically into a redeemable warrant to acquire one share of ParentCo Class A Common Stock pursuant to the Warrant Amendment; (4) pursuant to an Exchange Agreement, to be entered into by Manscaped Holdings, ParentCo and certain other parties thereto, certain holders of unvested incentive units of Manscaped Holdings shall surrender their unvested incentive units in exchange for restricted stock units of ParentCo, and immediately thereafter, all exchanged incentive units of Manscaped Holdings shall be cancelled, and (5) each of the then issued and outstanding units of BLTS that have not been previously separated into the underlying shares of BLTS Class A Common Stock and underlying BLTS Warrants upon the request of the holder thereof (the “BLTS units”), will be cancelled and will entitle the holder thereof to one share of ParentCo Class A Common Stock and one-half of one ParentCo Warrant. As used herein, “public shares” shall mean the shares of BLTS Class A Common Stock (including those that underlie the BLTS units) that were registered pursuant to the Registration Statement on Form S-1 and the shares of ParentCo Class A Common Stock issued as a matter of law upon the conversion thereof on the effective date of the ParentCo Merger.

As a result of the transactions contemplated by the BCA, ParentCo and Manscaped Holdings will have an organizational structure which is commonly referred to as an “Up-C” (or umbrella partnership corporation) structure. The Up-C structure will allow the continuing Manscaped Unitholders to retain their equity ownership in Manscaped Holdings, which will now be represented by Manscaped Holdings Units.

Prior to completion of the Business Combination, (i) each of the outstanding limited liability company units of Manscaped Holdings (other than incentive units) will be recapitalized into a single class of limited liability company units and (ii) 100% of the capital stock of Manscaped, Inc. will be distributed to certain equityholders of Manscaped Holdings, in each case in accordance with their terms and conditions of that certain Restructuring Agreement, dated as of November 22, 2021 (the “Restructuring Agreement”).

The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the BLTS board of directors, the Intermediate Holdco board of directors and the sole member of Merger Sub LLC.

Consideration

ParentCo Merger Consideration

As a result of and upon the Effective Time, (1) each of the then issued and outstanding Class A Common Stock, par value $0.0001 per share, of BLTS (the “shares of BLTS Class A Common Stock”), will convert automatically, on a one-for-one basis, into a share of Class A Common Stock, par value $0.0001 per share, of ParentCo (the “ParentCo Class A Common Stock”), (2) each of the then issued and outstanding Class B Common Stock, par value $0.0001 per share, of BLTS (the “shares of BLTS Class B Common Stock”), will convert automatically, on a one-for-one basis, into a share of ParentCo Class A Common Stock, (3) each then issued and outstanding redeemable warrant of BLTS (the “BLTS Warrants”) will convert automatically into a redeemable warrant to acquire one share of ParentCo Class A Common Stock (the “ParentCo Warrants”) pursuant to the Warrant Amendment, and (4) each of the then issued and outstanding units of BLTS that have not been previously separated into the underlying shares of BLTS Class A Common Stock and underlying BLTS Warrants upon the request of the holder thereof (the “BLTS units”), will be cancelled and will entitle the holder thereof to one share of ParentCo Class A Common Stock and one-half of one ParentCo Warrant. As used herein, “public shares” shall mean the shares of BLTS Class A Common Stock (including those that underlie the BLTS units) that were registered pursuant to the Registration Statement on Form S-1 (333-251513) and the shares of ParentCo Class A Common Stock issued as a matter of law upon the conversion thereof on the effective date of the ParentCo Merger.

Manscaped Inc. Merger Consideration

At the Second Effective Time, by virtue of the Manscaped, Inc. Merger and pursuant to the terms of the Business Combination Agreement, each issued and outstanding share of Manscaped, Inc. stock immediately prior to the Second Effective Time shall be cancelled and converted into the right to receive (i) one share of ParentCo Class A Common Stock (and in the case of holders of voting units of the Company, one share of ParentCo Class B Common Stock) and (ii) the contingent right to receive the applicable earnout described below.

Earnout

Additionally, pursuant to the Business Combination Agreement and Manscaped’s limited liability company agreement (which will be amended at Closing), following the achievement of certain milestones, ParentCo will issue ParentCo Class A Common Stock or restricted stock units in ParentCo Class A Common Stock to each holder of Manscaped, Inc. capital stock or restricted stock units of ParentCo as of immediately prior to the effective time of the Manscaped, Inc. Merger with a pro rata portion thereof in excess of zero (0) (each, a “ParentCo Participant”) in accordance with such ParentCo Participant’s pro rata portion thereof (“ParentCo Earnout”), and Manscaped will issue earnout units in Manscaped to each holder of Manscaped as of immediately following the Closing (each a “Manscaped Participant”) in accordance with such Manscaped Participant’s pro rata portion thereof (“Manscaped Earnout”). The earnout milestones are as follows: (A) if the closing share price of ParentCo Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period commencing on or after the 150th day after the closing date of the Business Combination and ending on or prior to the five (5)-year anniversary of the closing date of the Business Combination (such period, the “Earnout Period”); (B) if the closing share price of ParentCo Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period; and (C) if the closing share price of ParentCo Class A Common Stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period. The $12.50, $15.00 and $17.50 share price milestones, respectively, shall also be deemed to have been achieved if, (1) after the closing date of the Business Combination and prior to the five (5)-year anniversary of the closing date of the Business Combination, there is a merger, consolidation, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction with respect to ParentCo and its subsidiaries, taken as a whole, whereby all or substantially all of the holders of the outstanding shares of ParentCo Class A Common Stock have such shares converted, exchanged or otherwise replaced with the right to receive cash, securities or other property (an “Earnout Strategic Transaction”), or a definitive agreement providing therefor has been entered into during such time and such transaction is ultimately consummated, and (2) the per share value of the consideration to be received in such transaction equals or exceeds $12.50, $15.00 or $17.50 per share, respectively. Earnout shares or units in respect of each milestone may be issued and earned only once. A total of 38,270,011 shares of ParentCo Class A Common Stock shall be subject to the earnout, taking into account both the ParentCo Earnout and the Manscaped Earnout (on an as converted to ParentCo Class A Common Stock basis).

On January 10, 2022, the BCA was amended (such amendment, the “BCA Amendment”). The BCA Amendment provides that each of the outstanding Company LLC Units (as defined in the BCA) and the shares issuable pursuant to the applicable earnout milestone will be treated as converted to ParentCo Class A Common Stock, as applicable, issued and to be taken into account in calculating the per share price for purposes of determining whether any earnout milestone has been achieved in connection with an Earnout Strategic Transaction. Additionally, pursuant to the BCA Amendment, the definition of “Earnout Consideration” is amended with respect to each holder of ParentCo Class A Common Stock and each holder of restricted stock units of ParentCo to equal a portion of the available earnout shares or the available earnout restricted stock units, respectively, as determined by the Board of Managers of Manscaped Holdings. The BCA Amendment also removes the definition of “Earnout Pro Rata Portion”. The BCA Amendment also revises the figure in Section 2.4(a) of the BCA to read “22,244,958 Company LLC Units” and amends Section 6.3(a) of the BCA such that, if the registration statement of which this proxy statement/prospectus forms a part is not effective by February 15, 2022, Manscaped shall act in good faith to deliver to BLTS its audited financial statements as of and for the years ended December 31, 2021, as soon as reasonably practicable following such date.

Closing

In accordance with the terms and subject to the conditions of the BCA, the closing of the Business Combination (the “Closing”) will take place at 7:00 a.m., Pacific Time, on the date that is the second business day after the satisfaction or waiver of the conditions set forth in the BCA (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is mutually agreed to in writing by the parties. The date on which the Closing actually occurs is referred to as the “Closing Date.”

Representations and Warranties

The BCA contains representations and warranties of BLTS and its subsidiaries (including the Merger Subs) and Manscaped, certain of which are qualified by materiality and material adverse effect (as defined below) and may be further modified and limited by the disclosure letters. See the section titled “BCA Proposal — The BCA — Material

Adverse Effect” below. The representations and warranties of BLTS are also qualified by information included in BLTS’s public filings, filed or submitted to the SEC on or prior to the date of the BCA (subject to certain exceptions contemplated by the BCA).

Representations and Warranties of Manscaped

Manscaped has made representations and warranties relating to, among other things, company organization, subsidiaries, due authorization, no conflict, governmental authorities and consents, capitalization of Manscaped and its subsidiaries, financial statements, undisclosed liabilities, litigation and proceedings, legal compliance, contracts and no defaults, Manscaped benefit plans, labor relations and employees, taxes, brokers’ fees, insurance, licenses, equipment and other tangible property, real property, intellectual property, privacy and cybersecurity, environmental matters, absence of changes, anti-corruption compliance, anti-money laundering laws, sanctions and international trade compliance, information supplied, customers and vendors, government contracts, product warranty and product liability, regulatory matters, sufficiency of assets and no additional representation or warranties.

The representations and warranties of Manscaped identified as fundamental under the terms of the BCA are those made pursuant to: (i) the first and second sentences of Section 4.1 of the BCA (“Company Organization”), the first and second sentences of Section 4.2 of the BCA (“Subsidiaries”), Section 4.3 of the BCA (“Due Authorization”), Section 4.6 of the BCA (“Capitalization of the Company”), Section 4.7 of the BCA (“Capitalization of Subsidiaries”) and Section 4.16 of the BCA (“Brokers’ Fees”) (collectively, the “Manscaped Fundamental Representations”).

Representations and Warranties of BLTS and Its Subsidiaries

BLTS and its subsidiaries have made representations and warranties relating to, among other things, company organization, due authorization, no conflict, litigation and proceedings, SEC filings, internal controls, listing and financial statements, governmental authorities and consents, trust account, Investment Company Act and JOBS Act, absence of changes, no undisclosed liabilities, capitalization of BLTS, brokers’ fees, indebtedness, taxes, business activities, Nasdaq stock market quotation, registration statement, proxy statement and proxy statement/registration statement, no outside reliance and no additional representation or warranties.

Survival of Representations and Warranties

Except as the effect of termination provision and the Confidentiality Agreement entered into among the parties to the BCA, or in the case of claims against a person in respect of such person’s actual fraud, the representations and warranties of the respective parties to the BCA generally will not survive the Closing, except for (i) those covenants and agreements contained in the BCA that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the closing and (ii) the miscellaneous sections in BCA.

Material Adverse Effect

Under the BCA, certain representations and warranties of Manscaped are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Under the BCA, certain representations and warranties of BLTS are qualified in whole or in part by a material adverse effect on the ability of BLTS to enter into and perform its obligations under the BCA standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the BCA, a material adverse effect with respect to Manscaped (“Manscaped Material Adverse Effect”) means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of Manscaped and its subsidiaries, taken as a whole or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent the ability of Manscaped to consummate the Merger.

However, in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Manscaped Material Adverse Effect”:

(a)     any change in applicable laws or GAAP or any interpretation thereof following the date of the BCA;

(b)    any change in interest rates or economic, political, business or financial market conditions generally;

(c)     the taking of any action required by the BCA;

(d)    any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic or change in climate;

(e)     any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions;

(f)     any failure of Manscaped to meet any projections or forecasts (provided that this clause (f) shall not prevent a determination that any Event not otherwise excluded from this definition of Manscaped Material Adverse Effect underlying such failure to meet projections or forecasts has resulted in a Manscaped Material Adverse Effect);

(g)    any Events generally applicable to the industries or markets in which Manscaped and its subsidiaries operate (including increases in the cost of products, supplies, materials or other goods purchased from third party suppliers);

(h)    the announcement of the BCA and consummation of the transactions contemplated thereby, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of Manscaped and its subsidiaries (it being understood that this clause (h) shall be disregarded for purposes of the representation and warranty in Section 4.4 of the BCA and the condition to Closing with respect thereto);

(i)     any matter set forth on Manscaped’s disclosure letter;

(j)     any action taken by, or at the request of BLTS or its affiliates (other than any consents that BLTS is required not to unreasonably withhold, condition or delay relating to Manscaped’s conduct of business during the Interim Period;

Any Event referred to in clauses (a), (b), (d), (e) or (g) above may be taken into account in determining if a Manscaped Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Manscaped and its subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which Manscaped and its subsidiaries conduct their respective operations (which will include the semiconductor and related technology industries generally), but only to the extent of the incremental disproportionate effect on Manscaped and its subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which Manscaped and its subsidiaries conduct their respective operations.

Covenants and Agreements

Manscaped has made covenants relating to, among other things, conduct of business, inspection, preparation and delivery of certain audited and unaudited financial statements, affiliate agreements, acquisition proposals and payoff letters.

BLTS has made covenants relating to, among other things, employee matters, trust account proceeds and related available equity, Nasdaq/NYSE listing, no solicitation by BLTS, BLTS conduct of business, post-closing directors and officers of ParentCo, indemnification and insurance, BLTS public filings, PIPE subscriptions and stockholder litigation.

Conduct of Business by Manscaped

Manscaped has agreed that from the date of the BCA through the earlier of the Closing or the termination of the BCA (the “Interim Period”), it will, and will cause its subsidiaries to, except as otherwise explicitly contemplated by the BCA or the Ancillary Agreements (as defined below), as consented to by BLTS in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as required by applicable law, use reasonable best efforts to operate the business of Manscaped in the ordinary course consistent with past practice.

During the Interim Period, Manscaped has also agreed not to, and to cause its subsidiaries not to, except as otherwise contemplated by the BCA, including the Manscaped disclosure letter thereto (the “Manscaped Disclosure Letter”), as consented to by BLTS in writing or as required by applicable law:

•        change or amend the governing documents of Manscaped or any of Manscaped’s subsidiaries or form or cause to be formed any new subsidiary of Manscaped;

•        make or declare any dividend or distribution to equityholders of Manscaped or make any other distributions in respect of any of Manscaped’s capital stock or equity interests;

•        split, combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of Manscaped’s or any of its subsidiaries’ capital stock or equity interests, except for any such transaction by a wholly-owned subsidiary of Manscaped that remains a wholly-owned subsidiary of Manscaped after consummation of such transaction;

•        purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests or other equity interests of Manscaped or its subsidiaries, except for (i) the acquisition by Manscaped or any of its subsidiaries of any shares of capital stock, membership interests or other equity interests of Manscaped or its subsidiaries in connection with the forfeiture or cancellation of such interests, including, for the avoidance of doubt, redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities or (ii) transactions between Manscaped and any wholly-owned subsidiary of Manscaped or between wholly-owned subsidiaries of Manscaped;

•        enter into, modify in any material respect or terminate any contract of a type required to be listed on Section 4.12(a) of Manscaped’s disclosure letter or any real property lease, or waive, release or assign any rights under any contract of a type required to be listed on Section 4.12(a) of Manscaped’s disclosure letter or any real property lease;

•        sell, assign, transfer, convey, lease, sublease, sub-sublease or otherwise dispose of or mortgage, pledge or subject to any encumbrance any assets or properties of Manscaped or its subsidiaries, including, without limitation, any leased real property, except for (i) dispositions of obsolete or worthless equipment (ii) transactions among Manscaped and its wholly-owned subsidiaries or among its wholly-owned subsidiaries and (iii) transactions in the ordinary course of business consistent with past practice;

•        acquire any ownership interest in any real property;

•        other than as required by law, an existing benefit plan or certain contractual obligations, (i) grant or adopt or enter into any arrangement for any severance, retention, change in control or termination or similar pay, except in connection with the promotion, hiring or termination of employment of any non-officer employee having an annual base salary less than or equal to $175,000 in the ordinary course of business consistent with past practice, (ii) make any change in the key management structure of Manscaped or any of Manscaped’s subsidiaries, including the hiring or termination of any employees with an annual base salary of $175,000 or more, other than terminations for cause or due to death or disability, (iii) terminate, adopt, enter into or materially amend any Manscaped benefit plan, (iv) increase the cash compensation or bonus opportunity of any employee, officer, director or other individual service provider, except for increases to non-officer employees in the ordinary course of business consistent with past practice, (v) establish any trust or take any other action to secure the payment of any compensation payable by Manscaped or any of Manscaped’s subsidiaries or (vi) take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by Manscaped or any of Manscaped’s subsidiaries;

•        acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof;

•        issue or sell any debt securities or warrants or other rights to acquire any debt securities of Manscaped or any subsidiary of Manscaped or otherwise incur or assume any indebtedness, or (ii) guarantee any indebtedness of another person, the sum of (i) and (ii) not to be in excess of $250,000 in the aggregate, in each case, other than (x) in the ordinary course of business consistent with past practice and (y) as between Manscaped and its subsidiaries;

•        make or change any material election in respect of material taxes, (ii) materially amend any filed material tax return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material taxes, (iv) enter into any closing agreement as described in Section 7121 of the Code (or any similar provision of state, local, or foreign law) with any governmental authority in respect of

material taxes executed on or prior to the Closing Date or enter into any tax sharing or similar agreement (other than any such agreement solely between Manscaped and its existing subsidiaries and customary commercial contracts (or contracts entered into in the ordinary course of business) not primarily related to taxes), (v) settle any claim or assessment in respect of material taxes or (vi) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes;

•        take or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary form), as the same may be amended from time to time (the “Treasury Regulations”) and prevent the Exchange from qualifying as a contribution under Section 721 of the Code by Intermediate Holdco to the Company;

•        discharge any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeds $750,000, except as such obligations become due;

•        issue any additional limited liability units of Manscaped Holdings or securities exercisable for or convertible into limited liability units of Manscaped Holdings, or grant ay additional limited liability company units of Manscaped having the rights and obligations specified with respect to “Incentive Units” in the Manscaped LLC Agreement, including both voting and non-voting incentive units, or other equity or equity-based compensation;

•        adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Manscaped or its subsidiaries (other than the Mergers);

•        waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, action, litigation or other legal proceedings, except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $500,000 in the aggregate;

•        assign, transfer, pledge, sell or license to any person rights to any intellectual property that is material to Manscaped or any of Manscaped’s subsidiaries, or dispose of, abandon, permit to lapse or fail to preserve any rights to any intellectual property that is material to Manscaped or any of its subsidiaries, except for the expiration of Manscaped registered intellectual property in accordance with the applicable statutory term or for the grant of non-exclusive licenses in the ordinary course of business, consistent with past practice;

•        deliver, license or make available to any escrow agent or other person source code for any software owned or purported to be owned by Manscaped or any of its subsidiaries;

•        modify in any material respect any of the privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (i) to remediate any security issue, (ii) to enhance data security or integrity, (iii) to comply with applicable law, or (iv) as otherwise directed or required by a governmental authority;

•        disclose or agree to disclose to any person (other than BLTS or any of its representatives) any trade secret or any other material confidential or proprietary information, know-how or process of Manscaped or any of its subsidiaries other than in the ordinary course of business consistent with past practice and pursuant to obligations to maintain the confidentiality thereof;

•        make or commit to make capital expenditures;

•        manage Manscaped’s and its subsidiaries’ working capital (including paying amounts payable in a timely manner when due and payable) in a manner other than in the ordinary course of business consistent with past practice;

•        other than as required by applicable law, modify, enter into or extend any collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization, works

council or group of employees of Manscaped or its subsidiaries, or recognize or certify any labor union, labor organization, works council or group of employees of Manscaped or its subsidiaries as the bargaining representative for any employees of Manscaped or its subsidiaries;

•        terminate without replacement or fail to use reasonable efforts to maintain any license that is material to the conduct of the business of Manscaped and its subsidiaries, taken as a whole;

•        waive the restrictive covenant obligations of any current or former employee or independent contractor of Manscaped or any of Manscaped’s subsidiaries;

•        limit the right of Manscaped or any of Manscaped’s subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person or (ii) grant any exclusive rights to any person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of Manscaped and its subsidiaries, taken as a whole;

•        terminate without replacement or amend in a manner materially detrimental to Manscaped and its subsidiaries, taken as a whole, any insurance policy insuring the business of Manscaped or any of Manscaped’s subsidiaries; or

•        enter into any agreement to do any action specified above.

Conduct of Business of BLTS

BLTS has agreed that during the Interim Period, it will, and shall cause each of its subsidiaries to, except as contemplated by the BCA (including as contemplated by the PIPE Investment), or as consented to by Manscaped in writing (which consent shall not be unreasonably withheld, conditioned or delayed), operate its business in the ordinary course and consistent with past practice.

During the Interim Period, BLTS has also agreed not to, and to cause each of its subsidiaries not to, except as otherwise contemplated by the BCA (including as contemplated by the PIPE Investment) or the Ancillary Agreements (as defined below), as consented to by Manscaped in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied) or as required by law:

•        change, modify or amend the Investment Management Trust Agreement, dated January 6, 2021, by and between BLTS and Continental, as trustee (the “Trust Agreement”) or the governing documents of BLTS or any of its subsidiaries, except as otherwise contemplated by the Condition Precedent Proposals;

•        make or declare any dividend or distribution to the stockholders of BLTS or make any other distributions in respect of any of BLTS capital stock, Intermediate Holdco capital stock, ParentCo Class A Common Stock, Merger Sub Corp. capital stock or Merger Sub LLC units, share capital or equity interests, (ii) split, combine, reclassify or otherwise amend any terms of any shares or series of BLTS capital stock, Intermediate Holdco capital stock, ParentCo Class A Common Stock, Merger Sub Corp. capital stock or Merger Sub LLC units or equity interests or (iii) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other equity interests of BLTS, Intermediate Holdco, ParentCo, Merger Sub Corp. or Merger Sub LLC, other than a redemption of shares of shares of BLTS Class A Common Stock effected in connection with the redemption;

•        make or change any material election in respect of material taxes, (ii) amend any filed material tax return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material taxes, (iv) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign law) with any governmental authority in respect of material taxes or enter into any tax sharing or similar agreement, (v) settle any claim or assessment in respect of material taxes, or (vi) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes;

•        take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent either the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations and prevent the Exchange from qualifying as a contribution under Section 721 of the Code by Intermediate Holdco to the Company;

•        other than as expressly required by the Sponsor Support Agreement, enter into, renew or amend in any material respect, any transaction or contract with an affiliate of BLTS, Intermediate Holdco, ParentCo, Merger Sub Corp. or Merger Sub LLC (including, for the avoidance of doubt, (i) the Sponsor and (ii) any person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

•        incur or assume any indebtedness or guarantee any indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of BLTS or any of its subsidiaries or guaranty any debt securities of another person, other than any indebtedness for borrowed money or guarantee (i) incurred in the ordinary course of business consistent with past practice and in an aggregate amount not to exceed $100,000 or (ii) incurred between BLTS and any of its subsidiaries, or between or among any of its subsidiaries or (iii) in respect of any working capital loan in an aggregate not to exceed $1,500,000;

•        incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness or otherwise knowingly and purposefully incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other material liabilities, debts or obligations other than fees and expenses for professional services incurred in support of the transactions contemplated by the BCA and the Ancillary Agreements (as defined below) or in support of the ordinary course operations of BLTS (which the parties agree shall include any indebtedness in respect of any working capital loan incurred in the ordinary course of business);

•        issue any securities of BLTS or securities exercisable for or convertible into securities of BLTS, other than the issuance of the shares of ParentCo Class A Common Stock in connection with the ParentCo Merger, (ii) grant any options, warrants or other equity-based awards with respect to securities of BLTS, not outstanding on the date of the BCA or (iii) amend, modify or waive any of the material terms or rights set forth in any BLTS warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; or

•        enter into any agreement to do any of the above actions specified above.

Covenants of BLTS

Pursuant to the BCA, BLTS has agreed, among other things, to:

•        prior to the Closing Date, obtain approval for and adopt the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan and the Manscaped Holdings 2022 Management Incentive Plan;

•        within two business days following the expiration of the sixty-day period after ParentCo has filed current Form 10 information with the SEC, ParentCo shall file an effective registration statement on Form S-8 with respect to ParentCo Class A Common Stock issuable under the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan and use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus contained therein) for so long as awards granted thereunder remain outstanding;

•        Manscaped Holdings shall grant LTIP Units exchangeable for ParentCo Class A Common Stock to the Company’s Chief Executive Officer and the Company’s President on the Closing Date under the Manscaped Holdings 2022 Management Incentive Plan in the amounts and in accordance with the general terms set forth in the Manscaped Holdings 2022 Management Incentive Plan.

•        take certain actions so that the Trust Amount will be released from the trust account and so that the trust account will terminate thereafter, in each case, pursuant to the terms and subject to the terms and conditions of the Trust Agreement;

•        during the Interim Period, ensure BLTS remains listed as a public company on Nasdaq and obtain approval for the listing of ParentCo Class A Common Stock on Nasdaq from and after the effective time of the Merger;

•        during the Interim Period, not, and cause its subsidiaries not to, and instruct its and their representatives not to, initiate any negotiations or enter into any agreements for certain alternative transactions and to terminate any such negotiations ongoing as of the date of the BCA;

•        subject to the terms of ParentCo’s governing documents, ParentCo shall take all such action within its power as may be necessary or appropriate such that immediately following the effective time of the Merger:

•        the Board shall consist of up to seven (7) directors, which shall initially include: one (1) director nominee to be designated by ParentCo who shall initially be Michael Mahan, the four (4) directors of Manscaped immediately prior to the effective time of the Business Combination and two (2) independent director nominees to be designated by Manscaped with the assistance of BLTS as soon as reasonably practicable following the date of the BCA;

•        the Board shall have a majority of “independent” directors for the purposes of Nasdaq, each of whom shall serve in such capacity in accordance with the terms of the governing documents of ParentCo following the effective time of the Merger; and

•        the initial officers of ParentCo will be as set forth in Manscaped’s disclosure letter, who will serve in such capacity in accordance with the terms of the governing documents of ParentCo following the effective time of the Merger;

•        ParentCo shall and shall cause all its subsidiaries to comply with BLTS Governing Documents, the Trust Agreement and all other agreements that BLTS or its subsidiaries may be a party.

•        after the effective time of the Merger, indemnify and hold harmless each present and former director and officer of Manscaped and BLTS and each of their respective subsidiaries against any costs, expenses, damages or liabilities incurred in connection with any legal proceeding, to the fullest extent that would have been permitted under applicable law and the applicable governing documents to indemnify such person;

•        maintain, and cause its subsidiaries to maintain for a period of not less than six years from the effective time of the Business Combination (i) provisions in its governing documents and those of its subsidiaries concerning the indemnification and exoneration of its subsidiaries and their subsidiaries’ former and current officers, directors and employees and agents, no less favorable than as contemplated by the applicable governing documents of Manscaped immediately prior to the effective time of the Business Combination and (ii) a directors’ and officers’ liability insurance policy covering those persons who are currently covered by BLTS’s, Manscaped’s or their respective subsidiaries’ directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such current insurance coverage, provided, however, that (x) BLTS may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the effective time of the ParentCo Merger and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under Section 7.7 of the BCA shall be continued in respect of such claim until the final disposition thereof;

•        on the Closing Date, enter into customary indemnification agreements reasonably satisfactory to each of Manscaped and ParentCo with the post-Closing directors and officers of ParentCo, which indemnification agreements will continue to be effective following the Closing;

•        from the date of the BCA through the effective time of the Merger, keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable law;

•        except as otherwise approved in writing by Manscaped (which approval shall not be unreasonably withheld, conditioned or delayed), not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, except for any such actions that would not

increase conditionality or impose any new obligation on Manscaped, ParentCo or BLTS, reduce or impair the rights of BLTS or ParentCo under any PIPE Subscription Agreement or otherwise adversely affect any rights of BLTS, ParentCo or Manscaped under any PIPE Subscription Agreement and except for any assignment or transfer contemplated therein or expressly permitted thereby;

•        use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it deems to be proper or advisable to consummate the transaction contemplated by the Subscription Agreements on the terms described therein, including using its reasonable best efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) ParentCo the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms; and

•        prior to the Closing Date, promptly notify and keep Manscaped reasonably informed of the status of any litigation brought or, to BLTS’s knowledge, threatened in writing against BLTS or its or ParentCo’s board of directors by any of BLTS’s stockholders in connection with the BCA, any Ancillary Agreement or the transactions contemplated therein, and will provide Manscaped with the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of such litigation, give due consideration to Manscaped’s advice with respect to such litigation and will not settle or any such litigation without the prior written consent of Manscaped (such consent not to be unreasonably withheld, conditioned or delayed).

Covenants of Manscaped

Pursuant to the BCA, Manscaped has agreed, among other things, to:

•        subject to confidentiality obligations that may be applicable to information furnished to Manscaped or any of its subsidiaries by third parties that may be in Manscaped’s or any of its subsidiaries’ possession from time to time, and except for any information that is subject to attorney-client privilege (provided that, to the extent possible, the parties will cooperate in good faith to permit disclosure of such information in a manner that preserves such privilege or compliance with such confidentiality obligation), and to the extent permitted by applicable law, afford and cause its subsidiaries to afford, BLTS and its accountants, counsel and other representatives reasonable access during the Interim Period during normal business hours and with reasonable advance notice in such manner as to not materially interfere with the ordinary course of business of Manscaped and its subsidiaries, to their respective properties, books, contracts, commitments, tax returns, records and appropriate officers and employees of Manscaped and its subsidiaries, and furnish such representatives with all financial and operating data and other information concerning the affairs of Manscaped and its subsidiaries as such representatives may reasonably request (provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of Manscaped or its subsidiaries without the prior written consent of Manscaped;

•        provide, and cause its subsidiaries to provide, to BLTS and, if applicable, its accountants, counsel or other representatives, (i) such information and such other materials and resources relating to any legal proceeding initiated, pending or threatened during the Interim Period, or to the compliance and risk management operations and activities of Manscaped and its subsidiaries during the Interim Period, in each case, as BLTS or such representative may reasonably request, (ii) prompt written notice of any material status updates in connection with any such legal proceedings or otherwise relating to any compliance and risk management matters or decisions of Manscaped or its subsidiaries, and (iii) copies of any communications sent or received by Manscaped or its subsidiaries in connection with such legal proceedings, matters and decisions (and, if any such communications occurred orally, Manscaped shall, and shall cause its subsidiaries to, memorialize such communications in writing to BLTS);

•        act in good faith to deliver to BLTS, (i) as soon as reasonably practicable following the date of the BCA, audited financial statements (together with the auditor’s reports thereon) of Manscaped and its subsidiaries as of and for the years ended December 31, 2020, and December 31, 2019, and, (ii) if the registration statement of which this proxy statement/prospectus forms a part is not declared effective by February 15, 2022, deliver to BLTS as soon as reasonably practicable following such date the audited financial statements (together with the auditor’s reports thereon) of Manscaped and its subsidiaries as of and for the years ended December 31, 2021;

•        as promptly as practicable, provide BLTS with all other information concerning Manscaped and its management, operations and financial condition of Manscaped and its subsidiaries, in each case, reasonably requested or required by BLTS for inclusion in this proxy statement/prospectus;

•        at or prior to Closing, terminate and settle all Affiliate Agreements (as defined in the BCA) set forth in the applicable section of Manscaped’s disclosure letter without further liability to BLTS, Manscaped or any of its subsidiaries (other than as set forth in the applicable section of Manscaped’s disclosure letter);

•        during the Interim Period, not, and to use reasonable best efforts to cause its representatives to not, (i) initiate any negotiations with any person with respect to, or provide any non-public information or data concerning Manscaped or any of Manscaped’s subsidiaries to any person relating to, certain alternative transactions, (ii) enter into an agreement with respect to any such alternative transactions or proposed transactions, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make a proposal with respect to any such alternative transaction;

•        use, and cause each of its subsidiaries to use, commercially reasonable efforts to (i) obtain the Payoff Letters (as defined in the BCA) in accordance with Section 6.6 of the BCA and (ii) provide BLTS with a copy of such Payoff Letters at least three (3) business days prior to the Closing Date.

Joint Covenants of BLTS and Manscaped

In addition, each of BLTS and Manscaped has agreed, among other things, to take certain actions set forth below.

•        Each of BLTS and Manscaped will (and, to the extent required, will cause its affiliates to) comply promptly, but in no event later than ten business days after the date of the BCA, with the notification and reporting requirements of the HSR Act.

•        Each of BLTS and Manscaped will substantially comply with any information or document requests with respect to antitrust matters as contemplated by the BCA.

•        Each of BLTS and Manscaped will (and, to the extent required, will cause its affiliates to) (x) request early termination of any waiting period or periods under the HSR Act and exercise its reasonable best efforts to (i) obtain termination or expiration of the waiting period or periods under the HSR Act and (ii) prevent the entry, in any legal proceeding brought by an antitrust authority or any other person, of any governmental order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by the BCA and (y) take certain other actions to cooperate to avoid any governmental order from an antitrust authority that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger, including sharing relevant information with the other parties thereto for such purposes and each paying one-half of any applicable antitrust filing fees (subject to, as applicable, a requirement to obtain Manscaped’s prior written consent with respect to certain such actions identified above as contemplated by the BCA).

•        ParentCo, BLTS and Manscaped will jointly prepare and ParentCo will file with the SEC the proxy statement/registration statement in connection with the registration under the Securities Act of certain of the shares of ParentCo Class A Common Stock to be issued in the ParentCo Merger.

•        Each of ParentCo, BLTS and Manscaped will use its reasonable best efforts to cause the proxy statement/registration statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement (as defined below) declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated by the BCA and otherwise ensure that the information contained therein contains no untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made (with respect to the Proxy Statement/Prospectus), not misleading.

•        BLTS will, as promptly as practicable after the registration statement is declared effective under the Securities Act, (i) disseminate proxy statement to stockholders of BLTS in compliance with applicable law, (ii) give notice, convene and hold a meeting of the stockholders, in each case in accordance with its

governing documents then in effect and Nasdaq Listing Rule 5620(b), as applicable, for a date no later than 30 business days following the date the registration statement is declared effective, (iii) solicit proxies from the holders of common stock of BLTS to vote in favor of each of the Condition Precedent Proposals, and (iv) provide its stockholders with the opportunity to elect to effect a redemption.

•        Manscaped will use its reasonable best efforts to obtain the requisite stockholder approval necessary to consummate the BCA and the transactions contemplated thereby, including the Mergers (the “Manscaped Unitholder Approval”), either by (i) irrevocable written consent of each of the Requisite Company Equityholders (as defined in the Company Equityholders Support Agreement) sufficient to obtain Manscaped Unitholder Approval as soon as reasonably practicable after the registration statement shall have been declared effective under the Securities Act or (ii) in the event Manscaped is unable to obtain such written consent, by convening a meeting of the equityholders of Manscaped for the purpose of voting solely upon the adoption of the BCA, the other agreements contemplated thereby and the transactions contemplated by the BCA and such other agreements, including the Merger, as soon as reasonably practicable after the registration statement is declared effective under the Securities Act.

•        BLTS and Manscaped will each, and will each cause their respective subsidiaries to (i) provide all third parties notice as required in connection with the Business Combination and the other transactions contemplated by the BCA, (ii) use reasonable best efforts to obtain all consents and approvals of third parties as required in connection with the Business Combination and the other transactions contemplated by the BCA and (iii) take such other action as may be reasonably necessary or as another party to the BCA may reasonably request to comply with the BCA and to consummate the transactions contemplated thereby as soon as practicable.

•        Notwithstanding anything to the contrary in the BCA, unless otherwise agreed in writing by ParentCo, Manscaped shall make the election under Section 6226 of the Code (or any similar provision of state, local or other tax law) with respect to the alternative to payment of imputed underpayment for any pre-closing tax period. In the event that ParentCo, BLTS or Manscaped seeks a tax opinion from its respective tax advisor regarding the Intended Tax Treatment (as defined in the BCA), or the SEC requests or requires tax opinions, each party shall use reasonable efforts to execute and deliver customary tax representation letters (not to be inconsistent with the BCA) as the applicable tax advisor may reasonably request in form and substance reasonably satisfactory to such advisor. If the SEC (or its staff) requests or requires any opinion on the Intended Tax Treatment or other tax consequences of the transactions contemplated by the BCA, Manscaped shall cause such opinion (as so required or requested) to be provided by one of its advisors.

•        Each of Manscaped and BLTS will, prior to the Closing, take all such steps as may be required (to the extent permitted under applicable law) to cause any dispositions of limited liability units of Manscaped Holdings or acquisitions of shares of ParentCo Class A Common Stock (including, in each case, securities deliverable upon exercise, vesting or settlement of any derivative securities) resulting from the transactions contemplated by the BCA by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the transactions contemplated thereby to be exempt under Rule B-3 promulgated under the Exchange Act.

•        Prior to the Closing, each of Manscaped and BLTS shall, and each of them shall cause their respective subsidiaries and affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by the BCA.

Closing Conditions

The consummation of the Business Combination is conditioned upon the satisfaction or waiver by the applicable parties to the BCA of the conditions set forth below. Therefore, unless these conditions are waived or satisfied by the applicable parties to the BCA, the Business Combination may not be consummated. There can be no assurance that the parties to the BCA would waive any such provisions of the BCA.

Minimum Cash Condition

The BCA provides that the obligations of Manscaped to consummate the Business Combination are conditioned on, among other things, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy BLTS’s obligations to its stockholders (if any) that exercise their rights to redeem their public shares pursuant to the BLTS Governing Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of BLTS, including transaction expenses incurred, accrued, paid or payable by affiliates of BLTS on BLTS’s behalf) (such amount, the “Trust Amount”) plus the PIPE Investment Amount expected to be received by ParentCo prior to or substantially concurrently with the Closing, is at least equal to or greater than $75 million (the “Minimum Cash Condition”), provided that Sponsor or any of its or its members’ affiliates shall have the right, but not the obligation, prior to the Closing to acquire common stock of ParentCo (on the same terms and conditions as set forth in the Subscription Agreements) and the proceeds of such acquisition shall constitute additional available cash. The Minimum Cash Condition is for the sole benefit of Manscaped.

Conditions to the Obligations of Each Party

The obligations of each party to the BCA to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following conditions at or prior to the Closing, any one or more of which may be waived in writing by all of such parties:

•        the approval of the Condition Precedent Proposals by BLTS’s stockholders will have been obtained (the “BLTS Stockholder Approval”);

•        Manscaped Unitholder Approval shall have been obtained;

•        the registration statement of which this proxy statement/prospectus forms a part (the “Registration Statement”) will have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;

•        the waiting period or periods (and any extension thereof) under the HSR Act applicable to the transactions contemplated by the BCA, or the (i) Sponsor Support Agreement, (ii) Manscaped Holders Support Agreement and (iii) Confidentiality Agreement (clauses (i), (ii) and (iii), collectively, the “Ancillary Agreements”) will have expired or been terminated;

•        there will not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award (entered by or with any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal (a “Governmental Order”), in each case, to the extent such governmental authority has jurisdiction over the parties to the BCA and the transactions contemplated thereby), statute, rule or regulation enjoining or prohibiting the consummation of the Merger;

•        BLTS will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);

•        the shares of ParentCo Class A Common Stock and ParentCo Warrants to be issued in connection with the ParentCo Merger will have been approved for listing on Nasdaq;

•        the Employment Agreements (as defined in the BCA) shall remain in full force and effect and shall not have been revoked, rescinded, or otherwise repudiated by the respective employee signatories thereto, and neither Paul Tran nor Kevin Datoo shall have terminated his employment or engagement or indicated that he is not willing or does not intend to be employed or engaged by ParentCo (or any of its subsidiaries) following the Closing; and

•        the Pre-Closing Restructuring shall have been completed in accordance with the terms of the Restructuring Agreement.

Conditions to the Obligations of BLTS and Its Subsidiaries

The obligations of BLTS and its subsidiaries to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by BLTS and its subsidiaries:

•        the representations and warranties of Manscaped pertaining to the capitalization of Manscaped will be true and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties that speak as to an earlier date, which representations and warranties will be true and correct in all but de minimis respects at and as of such date, except for changes after the date of the BCA which are contemplated or expressly permitted by the BCA or the Ancillary Agreements;

•        each of the Manscaped Fundamental Representations (other than those portions of the capitalization representations referenced above) will be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties will be true and correct in all material respects at and as of such date, except for changes after the date of the BCA which are contemplated or expressly permitted by the BCA or the Ancillary Agreements;

•        each of the remaining representations and warranties of Manscaped contained in the BCA other than the Manscaped Fundamental Representations (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) will be true and correct as of the Closing Date, except with respect to such representations and warranties that speak as to an earlier date, which representations and warranties will be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a Manscaped Material Adverse Effect, provided that that the representations and warranties set forth in Section 4.8(c) and Section 4.9 of the BCA will be true and correct solely as of the date of the BCA, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a Manscaped Material Adverse Effect;

•        each of the covenants of Manscaped to be performed as of or prior to the Closing will have been performed in all material respects (subject to a 20-day cure period);

•        the Minimum Cash Condition (for more information, see the section titled “— Minimum Cash Condition” above); and

•        there has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a Manscaped Material Adverse Effect.

Conditions to the Obligations of Manscaped

The obligation of Manscaped to consummate, or cause to be consummated, the Business Combination is subject to the satisfaction of the following conditions any one or more of which may be waived in writing by Manscaped:

•        each of the representations and warranties of BLTS regarding its capitalization, as provided for in the BCA, will be true and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties that speak as to an earlier date, which representations and warranties will be true and correct in all but de minimis respects at and as of such date, except for changes after the date of the BCA which are contemplated or expressly permitted by the BCA;

•        each of the representations and warranties of BLTS contained in the BCA other than Section 5.12 of the BCA (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) will be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties that speak as to an earlier date, which representations and warranties will be true and correct in all material respects at and as of such date, except for changes after the date of BCA which are contemplated or expressly permitted by BCA or the Ancillary Agreements;

•        each of the covenants of BLTS to be performed as of or prior to the Closing will have been performed in all material respects; and

•        the Minimum Cash Condition. For more information, see the section titled “— Minimum Cash Condition” above.

Termination; Effectiveness

The BCA may be terminated and the transactions contemplated thereby abandoned:

•        by written consent of Manscaped and BLTS;

•        by Manscaped or BLTS if any governmental authority has enacted, issued, promulgated, enforced or entered any Governmental Order which has become final and nonappealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting the consummation of the Merger;

•        by Manscaped if the BLTS Stockholder Approval will not have been obtained by reason of the failure to obtain the required vote at a meeting of BLTS’s stockholders duly convened therefor or at any adjournment or postponement thereof;

•        by Manscaped if there has been a modification in recommendation of the board of directors of BLTS with respect to any of the Condition Precedent Proposals;

•        prior to the Closing, by written notice to Manscaped from BLTS in the event of certain uncured breaches on the part of Manscaped, except if the breach by Manscaped is curable by Manscaped through the exercise of its reasonable best efforts, then, for a period of up to thirty (30) days after receipt by Manscaped of notice from BLTS of such breach, but only as long as Manscaped continues to use its respective reasonable best efforts to cure such breach, such termination shall not be effective, and such termination shall become effective only if such breach is not cured within such 30-day cure period, or if the Closing has not occurred on or before June 22, 2022 (the “Agreement End Date”), unless BLTS is in material breach of the BCA;

•        by BLTS, if Manscaped shall not have obtained approval from each of the Requisite Company Equityholders (as defined in the BCA) and the transactions contemplated within forty-eight (48) hours of the effective date of this proxy statement/prospectus; or

•        prior to the Closing, by written notice to BLTS from Manscaped in the event of certain uncured breaches on the part of BLTS, Intermediate Holdco, ParentCo Merger Sub Corp or Merger Sub LLC except if the breach is curable by BLTS through the exercise of its reasonable best efforts, then, for a period of up to thirty (30) days after receipt by BLTS of notice from Manscaped of such breach, but only as long as BLTS continues to use its respective reasonable best efforts to cure such breach, such termination shall not be effective, and such termination shall become effective only if such breach is not cured within such 30-day period, or if the Closing has not occurred on or before the Agreement End Date, unless Manscaped is in material breach of the BCA.

In the event of the termination of the BCA, the BCA will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors or equityholders, other than liability of Manscaped, BLTS, ParentCo, Intermediate Holdco, Merger Sub Corp or Merger Sub LLC, as the case may be, for any willful and material breach of the BCA occurring prior to such termination, other than with respect to certain exceptions contemplated by the BCA that will survive any termination of the BCA.

Waiver; Amendments

Any party to the BCA may, at any time prior to the Closing, by action taken by its board of directors, board of managers, managing members or other officers or persons thereunto duly authorized, (a) extend the time for the performance of the obligations or acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties (of another party hereto) that are contained in the BCA or (c) waive compliance by the other parties to the BCA with any of the agreements or conditions contained in the BCA, but such extension or waiver will be valid only if in writing signed by the waiving party.

The BCA may be amended or modified in whole or in part, only by a duly authorized agreement in writing that is executed in the same manner as the BCA and which makes reference to the BCA.

Fees and Expenses

If the Closing does not occur, each party to the BCA will be responsible for and pay its own expenses incurred in connection with the BCA and the transactions contemplated thereby, including all fees of its legal counsel, financial advisers and accountants. If the Closing occurs, BLTS shall (i) pay or cause to be paid, the Unpaid Transaction Expenses (as defined in the BCA), and (ii) pay or cause to be paid, any transaction expenses of BLTS (including transaction expenses incurred, accrued, paid or payable by BLTS’s affiliates on BLTS’ behalf), in each of case (i) and (ii), in accordance with Section 2.5(c) of the BCA. For the avoidance of doubt, any payments to be made (or to cause to be made) by BLTS pursuant to this expenses section of the BCA shall be paid upon consummation of the Business Combination and release of proceeds from the trust account.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the BCA (together, the “Related Agreements”), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of the Related Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Stockholders and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the proposals presented at the Special Meeting.

Restructuring Agreement

In connection with the execution of the BCA, Manscaped Holdings and certain equityholders of Manscaped Holdings entered into the Restructuring Agreement, dated as of November 22, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex M. Pursuant to the Restructuring Agreement, (i) each of the outstanding limited liability company units of Manscaped Holdings (other than incentive units) will be recapitalized into a single class of limited liability company units and (ii) 100% of the capital stock of Manscaped, Inc. will be distributed to certain equityholders of Manscaped Holdings, in each case, subject to the terms and conditions of the Restructuring Agreement.

Exchange Agreement

The BCA contemplates that, following the Effective Time (as defined in the BCA), ParentCo, Manscaped Holdings, and certain equityholders of Manscaped Holdings will enter into an Exchange Agreement (the “Exchange Agreement”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex N. Pursuant to the Exchange Agreement (a) each holder of Company Incentive Units of Manscaped Holdings listed therein (each, an “Exchanging Incentive Unit Holder”) shall agree to the cancellation of their respective unvested Incentive Units in exchange for the issuance of the number of restricted stock units of ParentCo set forth therein, subject to the terms and conditions of the 2022 Plan and an award agreement to be entered into by and between ParentCo and each Exchanging Incentive Unit Holder, and (b) immediately thereafter, all exchanged Incentive Units shall be cancelled, in each case, subject to the terms and conditions of the Exchange Agreement.

Tax Receivable Agreement

As described in more detail under the heading “Amended Manscaped Operating Agreement” below, beginning in 2023, during certain specified quarterly redemption periods, holders of vested Incentive Units and LLC Units (other than Intermediate Holdco) will have the right (the “Redemption Right”), subject to the terms of and restrictions in the Amended Manscaped LLC Agreement, to require Manscaped Holdings to redeem or exchange all or any portion of their LLC Units and/or vested Incentive Units for shares of ParentCo Class A Common Stock on a one-for-one basis and/or cash. In connection with such a redemption or exchange, ParentCo will succeed to the share of the existing tax basis that Manscaped Holdings has in its assets that is allocable to the redeemed or exchanged units, which may reduce the amount of income tax that ParentCo would otherwise be required to pay in the future. In addition, Manscaped Holdings intends to make an election under Section 754 of the Code (a “§ 754 election”), effective for each taxable

year in which a redemption or exchange of Manscaped Units for shares or cash occurs. This § 754 election is expected to result in increases to the tax basis of the assets of Manscaped Holdings at the time of a redemption or exchange of LLC Units. These increases in tax basis are also expected to reduce the amount of income tax that ParentCo would otherwise be required to pay in the future.

The BCA contemplates that prior to Closing, ParentCo, Intermediate Holdco, certain members of Manscaped Holdings (each, a “TRA party”), and Manscaped Holdings will enter into a Tax Receivable Agreement (the “TRA”¬). Pursuant to the TRA, ParentCo generally will be required to pay to the TRA parties, in the aggregate, 85% of the amount of any U.S. federal, state and local income tax benefit that the ParentCo group actually realizes as a result of (i) future taxable redemptions and exchanges of Manscaped Units by TRA parties, (ii) certain payments made under the TRA, and (iii) deductions in respect of interest under the TRA. For purposes of the TRA, this tax benefit will be computed by comparing ParentCo’s actual income tax liability to the amount of taxes that ParentCo would have been required to pay in the absence of the relevant attributes of Manscaped Holdings (calculated by making certain assumptions). These tax benefits generally would not be available to ParentCo in the absence of the transactions contemplated by the BCA, and are expected to reduce the amount of income tax that ParentCo would otherwise be required to pay in the future.

Payments required to be made under the TRA are obligations of ParentCo, and not of Manscaped Holdings. ParentCo expects that the payments it will be required to make under the TRA will be substantial. The actual amounts ParentCo will be required to pay under the TRA are unclear because the potential future tax savings that ParentCo will be deemed to realize will depend in part on (i) the market value of a share of ParentCo Class A Common Stock at the time of each redemption or exchange, (ii) the prevailing applicable federal tax rate (plus the assumed combined state and local tax rate) applicable to ParentCo over the life of the TRA and (iii) ParentCo generating sufficient future taxable income to realize the tax benefits that are subject to the TRA. Payments under the TRA are not conditioned on our existing members’ continued ownership of ParentCo after a redemption or exchange.

Payments under the TRA will be based on tax reporting positions determined by ParentCo. The TRA parties will not reimburse ParentCo for any payments previously made if such tax basis or other tax benefits are subsequently challenged by a taxing authority and are ultimately disallowed, except that any such excess payments made to a TRA party will be netted against future payments otherwise to be made to such TRA party, if any, after ParentCo’s determination of such excess. In addition, the actual state or local tax savings ParentCo may realize may be different than the amount of such tax savings ParentCo is deemed to realize under the TRA, which will be based on an assumed combined state and local tax rate applied to ParentCo’s reduction in taxable income as determined for U.S. federal income tax purposes as a result of the tax attributes subject to the TRA. In both such circumstances, ParentCo could make payments under the TRA that are greater than ParentCo’s actual cash tax savings.

The TRA provides that (1) in the event that ParentCo breaches any of ParentCo’s material obligations under the TRA or (2) if, at any time, ParentCo elects an early termination of the TRA, ParentCo’s obligations under the TRA (with respect to all applicable Manscaped Units, whether or not such units have been exchanged or acquired before or after such transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions, including that ParentCo would have sufficient taxable income to fully utilize the deductions arising from the tax basis and other tax attributes subject to the TRA. The TRA also provides that, upon certain mergers, asset sales or other forms of business combination, or certain other changes of control, the obligations of ParentCo or ParentCo successor’s obligations with respect to tax benefits would be based on certain assumptions, including that ParentCo or ParentCo’s successor would have sufficient taxable income to fully utilize the increased tax deductions and tax basis and other benefits covered by the TRA.

Because ParentCo is a holding company with no operations of its own, ParentCo’s ability to make payments under the TRA depends on the ability of Manscaped Holdings to make distributions to Intermediate Holdco, which would be distributed to ParentCo. To the extent that ParentCo is unable to make payments under the TRA for any reason, such payments will be deferred and will accrue interest until paid.

Sponsor Support Agreement

In connection with the execution of the BCA, BLTS, the Sponsor, Manscaped and the Persons set forth on Schedule I thereto entered into the Sponsor Support Agreement, dated as of November 22, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B. Pursuant to the Sponsor Support Agreement,

the Sponsor and each director and officer of BLTS agreed to, among other things, vote to adopt and approve the BCA and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Sponsor Support Agreement.

Pursuant to the Sponsor Support Agreement, Sponsor has agreed immediately prior to the consummation of the ParentCo Merger (but subject to the prior satisfaction of all of the conditions to Closing), Sponsor will contribute, transfer, assign, convey and deliver to BLTS all of its 5,630,000 outstanding shares of BLTS Class B Common Stock, and in exchange, BLTS will issue to Sponsor 5,055,000 shares of BLTS Class A Common Stock. The Sponsor also agreed to subject 1,035,000 shares of its ParentCo common stock (the “Sponsor Earnout Shares”), which are comprised of two equal tranches, each tranche consisting of 517,500 shares (the “First Target Sponsor Earnout Shares” and the “Second Target Sponsor Earnout Shares,” respectively), to potential forfeiture to ParentCo for no consideration until the occurrence of certain earnout vesting conditions. If, at any time during the period beginning on the Closing Date and ending five years after the Closing Date (such period, the “Sponsor Earnout Period”), the closing share price of ParentCo Class A Common Stock for 20 out of any 30 consecutive trading days equals or exceeds $12.50, then the First Target Sponsor Earnout Shares, or if such price equals or exceeds $15.00 per share, then the Second Target Sponsor Earnout Shares, will immediately vest and no longer be subject to forfeiture. If, upon the expiration of the Sponsor Earnout Period, either such condition has not been met, any Sponsor Earnout Shares that failed to vest will be automatically forfeited and transferred to ParentCo for no consideration. Additionally, in the event that there is an Earnout Strategic Transaction during the Sponsor Earnout Period, then, to the extent that the holders of shares of ParentCo Class A Common Stock receive a price per share of ParentCo Class A Common Stock (such price, the “Earnout Strategic Transaction Price”) that is greater than or equal to the applicable ParentCo trading price described above, any Sponsor Earnout Shares that have not previously vested will be deemed to have vested to the extent that such Sponsor Earnout Shares would have vested if the ParentCo trading price had been the Earnout Strategic Transaction Price for any 20 trading days within any period of 30 trading days during the Sponsor Earnout Period immediately prior to the closing of such transaction.

On January 10, 2022, the Sponsor Support Agreement was amended (such amendment, the “SSA Amendment”). Pursuant to the SSA Amendment, the definition of “Earnout Strategic Transaction Price” was amended such that the Sponsor Earnout Shares to be issued are to be taken into account when determining the Earnout Strategic Transaction Price.

The Sponsor Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (a) the Expiration Time (as defined in the Sponsor Support Agreement), (b) the liquidation of BLTS and (c) the written agreement of BLTS, the Sponsor, the persons set forth on Schedule I thereto and Manscaped. Upon such termination of the Sponsor Support Agreement, all obligations of the parties under the Sponsor Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Sponsor Support Agreement will not relieve any party thereto from liability arising in respect of any breach of the Sponsor Support Agreement prior to such termination.

Manscaped Equityholders Support Agreement

In connection with the execution of the BCA, BLTS entered into a support agreement with Manscaped and certain equityholders of Manscaped (the “Manscaped Unitholders”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Manscaped Equityholders Support Agreement”). Pursuant to the Manscaped Equityholders Support Agreement, Manscaped Unitholders agreed to, among other things, vote to adopt and approve, upon the effectiveness of the Registration Statement, the BCA and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Manscaped Equityholders Support Agreement, and vote against any alternative merger, purchase of assets or proposals that would impede, frustrate, prevent or nullify any provision of the Merger, the BCA or the Manscaped Equityholders Support Agreement or result in a breach of any covenant, representation, warranty or any other obligation or agreement thereunder.

Pursuant to the Manscaped Equityholders Support Agreement, Manscaped Unitholders also agreed to, among other things, (a) to approve and adopt the BCA and the Business Combination; (b) to authorize and approve the Business Combination to the extent the approval of any of the Manscaped Unitholders is required or applicable pursuant to the Company’s First Amended and Restated Limited Liability Company Agreement (“Manscaped LLC Agreement”),

(c) to exercise the drag-along rights pursuant to and in accordance with the Manscaped LLC Agreement; (d) to authorize and approve the Manscaped, Inc. Merger to the extent the approval of any of the stockholders of Manscaped, Inc. is required or applicable pursuant to the organizational documents of Manscaped, Inc., and (e) to approve and consent any such other circumstances where a consent or approval is required under Manscaped governing documents or the Manscaped financing agreements or otherwise sought with respect to the BCA and the Business Combination.

The Manscaped Equityholders Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (a) the Expiration Time (as defined in Manscaped Equityholders Support Agreement) and (b) as to each Company Stockholder (as defined in Manscaped Equityholders Support Agreement), the written agreement of BLTS, Manscaped and such Company Stockholder. Upon such termination of Manscaped Equityholders Support Agreement, all obligations of the parties under Manscaped Equityholders Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of Manscaped Equityholders Support Agreement will not relieve any party thereto from liability arising in respect of any breach of Manscaped Equityholders Support Agreement prior to such termination.

Registration Rights Agreement

The BCA contemplates that, at the Closing, ParentCo, Sponsor, BLTS’s directors and officers and the Major Company Equityholders, will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which ParentCo will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of ParentCo Common Stock and other equity securities of ParentCo that are held by the parties thereto from time to time.

The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by BLTS, Sponsor and the other parties thereto in connection with BLTS’s initial public offering. The Registration Rights Agreement will terminate on the earlier of (a) the ten year anniversary of the date of the Registration Rights Agreement or (b) with respect to any Manscaped Holder, on the date that such Manscaped Holder no longer holds any Registrable Securities (as defined therein).

Subscription Agreements

In connection with the execution of the BCA, BLTS and ParentCo entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, approximately 8,153,483 shares of BLTS Class A Common Stock at $9.20 per share for an aggregate commitment amount of approximately $75.0 million. In the case of Subscription Agreements entered into with entities, the purchase of shares is subject to certain concentration limits. The Subscription Agreement for entities permits PIPE Investors prior to the Closing to reduce the number of PIPE Shares that they are required to purchase at the Closing with shares of ParentCo Class A Common Stock acquired after the date of the Subscription Agreement and not redeemed, shares of ParentCo Class A Common Stock issuable upon warrants acquired after the date of the Subscription Agreement and not transferred, and such that the shares subscribed for do not result in the PIPE Investor exceeding the beneficial ownership limit for ParentCo’s Class A Common Stock that is set forth on such PIPE Investor’s signature page. The obligation of the parties to consummate the purchase and sale of the shares covered by the Subscription Agreement is conditioned upon (i) there not being in force any injunction or order enjoining or prohibiting the issuance and sale of the shares covered by the Subscription Agreement, (ii) there not being any amendment or waiver of the terms of the BCA (including the conditions thereto) in a manner that is materially adverse to the PIPE Investor (in its capacity as such), (iii) solely with respect to the PIPE Investor’s obligation to close, the representations and warranties made by BLTS and ParentCo, and solely with respect to ParentCo’s obligation to close, the representations and warranties made by the PIPE Investor, in each case, in each Subscription Agreement being true and correct in all material respects as of the Closing Date, subject to certain qualifications and (iv) solely with respect to the PIPE Investor’s obligation to close, BLTS and ParentCo having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, (v) solely with respect to the PIPE Investor’s obligation to close, and independently and separately from clause (vi) below, and unless waived by a 90% majority in interest of the PIPE Investor and the other PIPE Investors as a group (based on the collective aggregate amounts committed to purchase in the Subscription

Agreements), no more than 75% of the shares of BLTS Class A Common Stock eligible for redemption in connection with the Business Combination), shall have been submitted to BLTS for redemption and not withdrawn prior to the Closing, (vi) solely with respect to the obligation to close of a PIPE Investor that (together with its affiliates) is acquiring at least 100,000 shares, and independently and separately from clause (v) above, no more than 85% of the BLTS Class A Common Stock eligible for redemption in connection with the Business Combination, shall have been submitted to BLTS for redemption and not withdrawn prior to the Closing, (vii) solely with respect to the PIPE Investor’s obligation to close, none of BLTS or ParentCo shall have entered into any other Subscription Agreement with a lower per share subscription price or other term (economic or otherwise) more favorable in any material respect to another PIPE Investor than as set forth in the PIPE Investor’s Subscription Agreement, and there shall not have been any amendment, waiver or modification to any other Subscription Agreement that materially benefits any other PIPE Investor unless the PIPE Investor has been offered the same benefit, and (vii) solely with respect to the PIPE Investor’s obligation to close: (A) there has been no default in the performance of the obligations of any other PIPE Investor with respect to the other Subscription Agreements, that represents $10 million or more in aggregate proceeds; and (B) the sum of (x) the net proceeds due from the PIPE Investor under the Subscription Agreement and (y) the net proceeds actually raised from the non-defaulting other PIPE Investors at Closing are no less than $75 million. The closings of the sales of the shares covered by the Subscription Agreements are also conditioned upon the prior or substantially concurrent consummation of the Business Combination. The closings under the Subscription Agreements will occur substantially concurrently with the Closing.

The Subscription Agreements provide that, solely with respect to subscriptions by third-party investors, BLTS is required to file with the SEC, within thirty (30) calendar days after the consummation of the transactions contemplated by the BCA, a shelf registration statement covering the resale of the shares acquired by the PIPE Investors pursuant to the Subscription Agreements and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 60th day after the Filing Deadline (defined as 30 calendar days after the closing date under the Subscription Agreements), or the 90th day if the SEC notifies BLTS that it will “review” such registration statement and (ii) the fifth business day after the date BLTS is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.

Additionally, pursuant to the Subscription Agreements, the PIPE Investors agreed to waive any claims that they may have against BLTS, in or to any monies held in the trust account, at the Closing (as defined in the Subscription Agreements) or in the future as a result of, or arising out of, the Subscription Agreements. The Subscription Agreements will terminate, and be of no further force and effect, upon the earlier to occur of (i) such date and time as the BCA is terminated in accordance with its terms, (ii) upon the mutual written agreement of BLTS and the applicable PIPE Investor, (iii) if the conditions to Closing (as defined in the Subscription Agreements) set forth in Section 3 therein are not satisfied or are not capable of being satisfied prior to the Closing (as defined in the Subscription Agreements) and, as a result thereof, the transactions contemplated therein will not be or are not consummated at the Closing (as defined in the Subscription Agreements), and (iv) June 22, 2022, if the closing of the Mergers has not occurred on or before such date.

Warrant Amendment

In connection with the execution of the BCA, BLTS, ParentCo and Continental Stock Transfer & Trust Company entered into an Assignment, Assumption and Amendment Agreement (the “Warrant Amendment”), which is attached to the accompanying proxy statement/prospectus as Annex K, pursuant to which the Warrant Agreement is amended to provide for the delivery of “Alternative Issuance” pursuant to Section 4.5 of the Warrant Agreement (in connection with the ParentCo Merger and the transactions contemplated by the BCA) such that BLTS shall assign all of its right, title and interest in and to the Warrant Agreement to ParentCo. The Warrant Amendment also amends the Warrant Agreement such that, among other things, (i) all references to BLTS in the Warrant Agreement (including all exhibits thereto) shall be references to ParentCo; (ii) all references to “Common Stock” in the Warrant Agreement (including all exhibits thereto) shall be references to shares of ParentCo Class A Common Stock and (iii) all references to “Business Combination” in the Warrant Agreement (including all exhibits thereto) shall be references to the transactions contemplated by the BCA, and references to “the completion of its initial Business Combination,” “the completion of the Company’s initial Business Combination” and all variations thereof in the Warrant Agreement (including all exhibits thereto) shall be references to the effective time of the ParentCo Merger. The Warrant Amendment also amends the notice provisions of the Warrant Agreement to contemplate notice to ParentCo under such agreement.

BLTS agreed at the time of its IPO, and ParentCo has agreed pursuant to the terms of the Warrant Amendment, that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors — The BLTS warrant agreement and ParentCo Warrant Assumption designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with ParentCo.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Amended Manscaped LLC Agreement

The BCA contemplates that, following the Third Effective Time, the Manscaped LLC Agreement will be amended and restated in substantially the same form as the form of the Amended Manscaped LLC Agreement, which is attached to the accompanying proxy statement/prospectus as Annex L, The Amended Manscaped LLC Agreement will be the limited liability company agreement of Manscaped Holdings until thereafter amended as provided therein or under the Delaware Limited Liability Company Act.

In accordance with the terms of the Amended Manscaped LLC Agreement, ParentCo will operate the Manscaped business through its direct wholly owned subsidiary, Intermediate Holdco, which will be the managing member of Manscaped Holdings. As the parent of the managing member of Manscaped Holdings, ParentCo will have general control over all of the affairs and decision making of Manscaped Holdings, subject to limitations in the Amended Manscaped LLC Agreement and Delaware law. As such, through our officers and directors, ParentCo will be responsible for all operational and administrative decisions of the Manscaped business through ParentCo’s indirect ownership of Manscaped Holdings. ParentCo will generally fund any dividends to our stockholders by (i) causing Manscaped Holdings to make distributions to the holders of Manscaped Units, including Intermediate Holdco, and (ii) causing Intermediate Holdco to make dividends to ParentCo, subject to any limitations imposed by debt agreements. Prior to entering into the Amended Manscaped LLC Agreement, the Manscaped LLC Agreement will be replaced by the Second Manscaped LLC Agreement. In connection with the Restructuring Agreement, the issued and outstanding incentive units of Manscaped Holdings will be recapitalized such that they will no longer be subject to distribution thresholds. At the Third Effective Time, any remaining incentive units of Manscaped Holdings will remain outstanding with a $0 distribution threshold.

Net profits or net losses for each fiscal year of Manscaped Holdings will generally be allocated to holders of Manscaped Units, pro rata, in accordance with the percentages of their respective ownership of LLC Units, though certain non-pro rata adjustments will be made to reflect tax depreciation, amortization and special allocations. The Amended Manscaped LLC Agreement will provide for quarterly pro rata cash distributions to the holders of Manscaped Units for purposes of funding their U.S. federal, state and local income tax obligations in respect of the respective distributive shares of the taxable income of Manscaped Holdings. Generally, these tax distributions will be computed based on Manscaped Holdings’ estimate of the net taxable income of Manscaped Holdings allocable to the holders of LLC Units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident (whichever is higher) of Los Angeles, California or New York, New York (whichever is higher), taking into account the character of the income, the non-deductibility of certain expenses and certain other items. Tax distributions to a member will offset and reduce future distributions to be made by Manscaped Holdings to such member.

Mirror Share-Unit Structure.

Except as otherwise determined by Intermediate Holdco, if at any time ParentCo issues a share of ParentCo Class A Common Stock (including earnout shares and shares issued upon the settlement of a ParentCo restricted stock unit), the net proceeds received by ParentCo with respect to such share, if any, will be concurrently invested in Intermediate Holdings and Intermediate Holdings will concurrently invest any such net proceeds in Manscaped Holdings. Simultaneously, Manscaped Holdings will issue to Intermediate Holdco one LLC Unit per share of ParentCo Class A Common Stock issued by ParentCo, subject to certain exceptions described in the Amended Manscaped LLC Agreement (including where ParentCo issues the share to fund the cash purchase of a Manscaped Unit pursuant to a unitholder’s exercise of the Redemption Right, in which case such net proceeds will instead be transferred to the such unitholder as consideration for such purchase).

Similarly, except as otherwise determined by Intermediate Holdco, (i) Manscaped Holdings may not issue any additional LLC Units to Intermediate Holdco (or ParentCo or any ParentCo affiliate that becomes a Member of Manscaped Holdings) unless substantially simultaneously therewith ParentCo issues or sells an equal number of shares of ParentCo Class A Common Stock and (ii) Manscaped Holdings many not issue any additional LLC Units to a historic member of Manscaped Holdings (or any other person who is neither Intermediate Holdco, ParentCo nor a ParentCo affiliate) unless substantially simultaneously therewith ParentCo issues or sells an equal number of shares of ParentCo Class B Common Stock to such person.

Conversely, subject to certain exceptions to the Amended Manscaped Operating Agreement, if at any time any shares of ParentCo Class A Common Stock are redeemed, purchased or otherwise acquired by ParentCo, Intermediate Holdco or any ParentCo affiliate that may become a member of Manscaped Holdings, then Manscaped Holdings will redeem, purchase or otherwise acquire an equal number of LLC Units held by Intermediate Holdco, ParentCo or a ParentCo affiliate upon the same terms and for the same price per security as the shares of ParentCo Class A Common Stock are redeemed, purchased or otherwise acquired by us.

In addition, Manscaped Holdings may not effect a subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the LLC Units unless it is accompanied by substantively identical subdivision or combination, as applicable, of Incentive Units, LTIP Units, and each class of ParentCo common stock. Likewise, ParentCo may not effect a subdivision or combination of any class of ParentCo common stock unless it is accompanied by a substantively identical subdivision or combination, as applicable, of the LLC Units, Incentive Units and LTIP Units.

Redemption Right.

Beginning in 2023, during certain specified quarterly redemption periods, holders of LLC Units (other than Intermediate Holdco) and holders of vested Incentive Units will have the Redemption Right, subject to the terms of and restrictions in the Amended Manscaped LLC Agreement, upon delivery of a written redemption notice to the Company, to require Manscaped Holdings to redeem or exchange all or any portion of their LLC Units and/or vested Incentive Units in exchange for, at ParentCo’s election, either (i) shares of ParentCo Class A Common stock on a one-for-one basis (a “share settlement”) or (ii) cash payment equal to the volume-weighted average market price of one share of ParentCo Class A Common Stock for each Manscaped Unit redeemed or the net proceeds from a substantially contemporaneous issuance or sale of ParentCo Class A Common stock that funds such cash payment (a “cash settlement”). If ParentCo elects to make a cash settlement, then the member will have the option to rescind its redemption notice within a specified time period. In the event that ParentCo selects a share settlement, the member will be entitled to revoke its redemption notice or delay the consummation of the redemption upon certain conditions specified in the Amended Manscaped Agreement if such member delivers written notice to ParentCo.

Upon a member’s exercise of the Redemption Right, the member will surrender its Manscaped Units to Manscaped Holdings for cancellation. ParentCo will contribute cash or shares of ParentCo Class A Common Stock to Intermediate Holdco, which Intermediate Holdco will contribute to Manscaped Holdings in exchange for newly-issued LLC Units in Manscaped Holdings that will be issued to ParentCo in an amount equal to the number of redeemed units. Manscaped Holdings will then distribute the cash or shares received from Intermediate Holdings to the member to complete the redemption.

In addition, in lieu of a redemption upon a redemption request, ParentCo may, at ParentCo’s option, effect a direct exchange of cash or shares of ParentCo Class A Common Stock for Manscaped Units in lieu of such a redemption. Whether by redemption or exchange, ParentCo is obligated to ensure that at all times the number of LLC Units that Intermediate Holdco owns equals the number of shares of issued and outstanding ParentCo Class A Common Stock (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Shares of ParentCo Class B Common Stock will be cancelled on a one-for-one basis if ParentCo, following a redemption request from a holder of Manscaped Units, redeems or exchanges such holder’s Manscaped Units pursuant to the terms of the Amended Manscaped LLC Agreement. The proposed ParentCo Bylaws contain a lock-up provision under which after the consummation of the Business Combination and subject to certain exceptions, certain Manscaped Unitholders will be contractually restricted from selling or transferring any of their shares of ParentCo Class A Common Stock until the earliest of (i) the date that is 365 days after the closing of the Business Combination, (ii) the closing of a merger, liquidation, stock exchange, reorganization or other similar transaction that results in all of the public stockholders of ParentCo having the right to exchange their shares of ParentCo Class A Common Stock for cash securities or other property, or (iii) the day after the date on which the closing price of the ParentCo Class A Common Stock equals or

exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing date of the Business Combination.

Background to the Business Combination

The terms of the Business Combination are the result of negotiations between representatives of BLTS and Manscaped Holdings. The following is a brief description of the background of these negotiations and the resulting Business Combination.

BLTS is a blank check company incorporated in Delaware on September 15, 2020, and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On January 11, 2021, BLTS closed its initial public offering (the “IPO”) for the sale of 23,000,000 units (the “Units”) at a price of $10.00 per Unit, yielding gross proceeds of $230,000,000. Substantially concurrently with the closing of the IPO, BLTS completed the private sale of 6,600,000 warrants (the “Private Placement Warrants”) to BLTS’s sponsor, BLTS Sponsor LLC (the “Sponsor”), at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to BLTS of $6,600,000. Prior to the consummation of the IPO, neither BLTS nor anyone on its behalf engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to any initial business combination with BLTS.

Upon the consummation of the IPO, BLTS’s management team commenced an active search for prospective businesses to acquire in its initial business combination. Through the networks of relationships of its management team, the Sponsor and their affiliates, representatives of BLTS contacted, and representatives of BLTS were contacted by, a number of individuals, financial advisors and other entities who offered to present ideas for business combination opportunities.

During this search process, BLTS evaluated approximately forty-three (43) business combination opportunities across a broad range of sectors, including retail/apparel, subscription services, electric vehicles, jewelry, party games, health and wellness, energy, education and air transportation. Among the companies it evaluated, BLTS executed non-disclosure agreements with eleven (11) potential target businesses and entered into substantive discussions with several potential target businesses and/or significant stockholders thereof. The criteria used to narrow the selection to such 11 potential businesses included, among other things, BLTS’ preliminary assessments of the businesses’ market opportunity, growth trajectory, historical financial performance, future financial trajectory, management team, public company readiness, and the ability to benefit from celebrity marketing. In addition, BLTS chose to enter into nondisclosure agreements with these 11 businesses only after a preliminary assessment of the businesses had been made, and it was determined that (a) there was mutual interest between BLTS and the target company to continue exploring the possibility of a business combination and (b) BLTS would have sufficient access to information to conduct due diligence. BLTS engaged industry experts to help evaluate certain target companies, including engaging the former chairman and CEO of a U.S. automaker to assess a potential business combination opportunity with an electric car manufacturer, and engaging an energy industry subject matter expert to advise BLTS with respect to a potential business combination with an energy company. Of the 11 companies with which BLTS entered into nondisclosure agreements, BLTS entered into substantive discussions with approximately four potential target companies in the auto, energy and retail industries. Such discussions included, among other things, management presentations, review of due diligence materials, consultations with industry experts, site visits, channel checks and competitive benchmarking. BLTS ultimately decided not to pursue business combination opportunities with other targets for a variety of reasons, including, without limitation, (i) BLTS’ management was unsure about certain potential target companies’ future prospects and profitability, (ii) BLTS’ desire for a celebrity partnership model was incompatible with certain potential target companies, (iii) BLTS and certain target companies could not agree on valuation, (iv) BLTS’s advisors and subject matter experts expressed skepticism about certain potential target companies, (v) early stages of diligence revealed material issues with certain potential target companies, (vi) certain potential target companies decided not to pursue business combinations with special purpose acquisition companies and (vii) certain potential target companies did not appear to BLTS to be growing quickly enough.

Among the potential targets with which BLTS had substantive discussions, BLTS executed a letter of intent with Manscaped Holdings. BLTS did not enter into letters of intent with any other potential target companies. During the course of this process, the Chief Executive Officer of BLTS kept various members of the BLTS board of directors

(the “the BLTS Board”) apprised of the various target businesses, the discussions with such businesses and the status thereof. Beginning in January 2021, certain members of BLTS’s board of directors and management team held recurring weekly meetings to discuss the status of discussions with target businesses, including those with Manscaped. BLTS ultimately determined that pursuing a potential business combination with Manscaped Holdings would be an attractive opportunity for BLTS and its stockholders, because there were a number of features of Manscaped Holdings that BLTS and the Sponsor determined would make it an attractive acquisition target, including, but not limited to, (1) Manscaped Holdings’ first mover advantage and leadership position in the men’s below-the-waist grooming industry, (2) the large potential addressable market providing for significant growth potential, including into the overall men’s personal care market, (3) the belief that Manscaped Holdings has sustainable competitive advantages to maintain its leadership position in the men’s below-the-waist grooming industry, (4) that Manscaped Holdings has an experienced management team, (5) that Manscaped Holdings has the potential to grow organically, (6) that Manscaped Holdings could benefit from the capabilities and relationships of the Sponsor and its affiliates and BLTS’s management team to help improve its marketing operations, (7) BLTS management’s and certain of the Sponsor’s affiliates’ familiarity with media and consumer products as well as celebrity partnerships that could enhance the value of Manscaped Holdings post-transaction and (8) that entry into international markets could provide future growth. For more information about the factors considered by the BLTS Board in approving the Business Combination, see the section titled “— BLTS’s Board of Directors’ Reasons for the Business Combination.”

On July 6, 2020, Manscaped Holdings engaged Financo — Raymond James (“Raymond James”) to act as its financial advisor to explore potential strategic alternatives. From February to April of 2021, Manscaped Holding contacted approximately eleven (11) blank check companies regarding a potential business combination. Raymond James and Manscaped Holdings set up an electronic data room for potential blank check companies in March of 2021. Manscaped Holdings and its advisors entered into substantive discussions with several potential blank check companies and Manscaped Holdings ultimately decided to pursue a business combination opportunity with BLTS because of a number of factors including the benefit it could receive from the capabilities and relationships of BLTS’ management team.

The following is a brief description of the background of the negotiations between BLTS and Manscaped Holdings, and summarizes the key meetings and events that led to the signing of the BCA. The following chronology does not purport to catalogue every conversation among the parties to the BCA or their representatives.

On September 12, 2020, BLTS engaged Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) as its legal counsel and on February 15, 2021, BLTS engaged Skadden to assist on the potential Business Combination.

On January 26, 2021, Michael Mahan met with a member of Manscaped’s board of directors, during which meeting the Manscaped director discussed the possibility of Manscaped as a potential business combination opportunity for BLTS. On January 26, 2021, the same Manscaped director introduced Michael Mahan to Paul Tran, CEO of Manscaped, via email. On January 27, 2021, Michael Mahan and Paul Tran met for the first time via video conference.

On or about February 1, 2021, Manscaped Holdings engaged Buchalter Law Firm (“Buchalter”) to assist with potential corporate transactions, including a potential IPO or sale of the company.

On February 12, 2021, representatives of BLTS and its financial advisor, Moelis & Company LLC (“Moelis”), had a telephone call with representatives of one of Manscaped Holdings’ investors, Smash Ventures Monet, LP, to discuss a potential transaction between BLTS and Manscaped Holdings. On the same day, representatives of BLTS had a meeting with representatives of KPMG LLP (“KPMG”), BLTS’s transaction services adviser, to discuss financial, commercial, tax and IT due diligence matters with respect to Manscaped Holdings. KPMG and BLTS executed an engagement letter on May 5, 2021.

Moelis’ role as financial advisor to BLTS included conducting business and financial analyses of Manscaped, developing a strategy to effectuate the proposed transaction (including financing alternatives), analyzing Manscaped’s capital structure and the terms of its debt, negotiations with Manscaped (including financial analysis of the terms of a proposed transaction), preparing information materials describing the parties and the proposed transaction, assisting in formulating a marketing strategy for the proposed transaction, and discussing and preparing materials to assist the BLTS board of directors. Apart from preparing a recap of Manscaped’s business performance, which was reviewed by the BLTS board of directors during various board meetings, Moelis did not deliver any presentation materials, opinion or reports, either written or oral, to BLTS’s board of directors that were materially related to the proposed transaction.

KPMG was engaged as transaction services advisor to BLTS to provide financial due diligence (including quality of earnings, indebtedness, revenue and expenses, balance sheet), commercial diligence and growth forecast assessment, tax due diligence (including analysis of the proposed UP-C structure and tax receivables), technology due diligence, and IPO readiness. Apart from preparing certain analyses of Manscaped during its commercial due diligence that were included in the PIPE investor presentation and reviewed by the BLTS board of directors during various board meetings, KPMG did not deliver any reports to BLTS’s board of directors that were materially related to the proposed transaction.

Raymond James’ role as financial advisor to Manscaped Holdings included identifying potential strategic alternatives and potential business combination opportunities. Raymond James routinely updated Manscaped Holdings’ executive team regarding the status of discussions with third parties and proposed interest regarding potential transactions. Raymond James did not deliver any presentation materials, opinion or reports, either written or oral, to Manscaped Holdings’ board of directors that were materially related to the proposed transaction.

On February 15, 2021, a representative of Raymond James, financial advisor to Manscaped Holdings, reached out to Michael Mahan about entering into a non-disclosure agreement and engaging in conversations about a potential business combination between the parties. On the same day, representatives of Raymond James sent an initial draft of a non-disclosure agreement to representatives of BLTS. Later that day, representatives of BLTS sent a revised draft of the non-disclosure agreement to representatives of Raymond James. BLTS and Manscaped Holdings executed a non-disclosure agreement on February 19, 2021.

On February 19, 2021, representatives of BLTS met with representatives of Raymond James, representatives of Moelis and Paul Tran to discuss the process and timeline related to a potential transaction between BLTS and Manscaped Holdings.

On March 5, 2021, representatives of Manscaped Holdings held a presentation for the BLTS Board, with representatives of KPMG and Moelis in attendance, to provide information related to Manscaped Holdings’ brand, products and business model.

On March 10, 2021, Manscaped Holdings began preparing a virtual data room (the “Data Room”) to provide BLTS with due diligence materials. Beginning on April 14, 2021, representatives of BLTS and its representatives were invited into the Data Room so that BLTS could begin its diligence of Manscaped Holdings. Initial financial diligence efforts supported management’s desire to continue negotiations with Manscaped. Beginning on April 21, 2021, and continuing through the next several weeks, the BLTS management team and its advisors continued their due diligence of Manscaped Holdings, including reviewing materials in the Data Room, requesting additional documentation, reviewing additional information provided, and holding various due diligence video and telephonic conferences with Manscaped Holdings’ management team, employees and advisors. On May 12, 2021, representatives of Skadden, on behalf of BLTS, provided a due diligence request list to Manscaped Holdings setting forth the Manscaped Holdings materials BLTS would like to review in addition to what was previously provided by Manscaped Holdings. Such request list related to, among other things, Manscaped Holdings’ material contracts, debt documents, real estate leases, and subleases, intellectual property and data privacy matters, executive compensation and benefits matters, and labor and employment matters. Representatives of BLTS also requested corporate records, financial statements and records, information relating to mergers, joint ventures and partnerships, materials related to litigation and regulatory matters, information related to board composition, company ownership, vendors and customers, and materials related to human resources and personnel matters. Additional information was provided in the Data Room and a number of follow-up diligence calls were hosted over the next several weeks as requested by representatives of BLTS and its representatives, during which time representatives of BLTS and Manscaped Holdings discussed an overview of Manscaped Holdings and its current and future products, Manscaped Holdings’ technology, operations, sales and marketing, Manscaped Holdings’ corporate legal structure and material contracts, Manscaped Holdings’ intellectual property portfolio, Manscaped Holdings’ facilities and related matters, Manscaped Holdings’ historical, current and projected financial condition (including assumptions used and Manscaped Holdings’ management expectations) and financial modeling techniques employed, Manscaped Holdings’ employment structure, human resources and related matters and other diligence matters, including Manscaped Holdings’ responses to the diligence requests made on May 12, 2021. Such diligence calls also included discussions of, among other things, deal structure and tax implications, valuation and comparable companies, financial projections and underlying assumptions to the financial model, human resource and executive compensation matters, operations and the impact of the COVID-19 pandemic on the business, competition, public company readiness, IT and infrastructure, market opportunity in the U.S. and internationally, and ongoing

operating results. Comparable companies across various categories (including high-growth consumer brands, beauty and personal care, lifestyle brand platforms, disruptive companies and e-commerce) and with different analyses (examining leading brands with a history of changing consumer behavior, authentic brands with strong consumer loyalty and businesses with a partial subscription and/or recurring revenue structure) were looked at, including companies such as Monster Beverage Corp., Lululemon Athletica Inc., Peloton Interactive, Inc., Oatly Group AB, YETI Holdings, Inc., The Honest Company, Inc., L’Oréal S.A., The Estée Lauder Companies Inc., e.l.f. Beauty, Inc., Helen of Troy Limited, FIGS, Inc. and Barkbox, Inc. Further detailed information provided by Manscaped Holdings included detailed financial and reporting backup and detailed contract and legal documentation. There were no key points of disagreement as it related to the diligence information provided by Manscaped Holdings. Such diligence continued as requested by BLTS up through negotiation and finalization of the definitive documentation and associated schedules. The key issues being addressed were ensuring that the materials provided by Manscaped were substantially complete, as well as documentation issues related to ownership of certain assets (which issue was rectified prior to execution of the BCA).

On March 12, 2021, the BLTS board of directors met to discuss, among other things, the possibility of entering into a non-binding letter of intent (the “LOI”) with Manscaped Holdings. At that meeting, the BLTS Board authorized BLTS to enter into such LOI. The initial draft of the LOI contemplated a “double dummy” structure, registration rights for affiliates of ParentCo, a lock-up that would expire based on a share price of $12.00 per share of ParentCo common stock, and did not contemplate a minimum cash condition or a secondary sale in connection with the PIPE Investment. After delivery of the initial draft, the parties began negotiating (i) the use of an Up-C structure with a tax receivable agreement and customary sharing of any benefit from a step-up in basis, on which the parties largely agreed, (ii) transaction expenses, (iii) timing of the transaction, which the parties agreed was subject to change, (iv) post-closing directors, about which the parties largely agreed, (v) the concept of a minimum cash condition, which amount and corresponding language the parties agreed Manscaped would initially propose, and (vi) the involvement of Raymond James in the transaction, which the parties agreed would be left open for discussion at such time. The parties also discussed, but agreed to finalize such provisions at a later date, the following: (i) what types of events would trigger a right of termination, (ii) post-closing equity incentive plans, including the treatment of company equity and profits interests, (iii) post-closing registration rights, (iv) lock-up provisions, and (v) post-closing board composition and board committees. The parties also continued to work towards finalizing the terms of the minimum cash condition, including whether satisfaction of such condition would include proceeds from the PIPE Investment, and the parties ultimately agreed that it would. The parties ultimately agreed, among other things, that Raymond James would be involved in the PIPE Investment based upon mutually agreed terms, that registration rights would be available to equityholders with existing rights, that the lock-up would be based upon mutually agreed events, that the current four directors of Manscaped (Mr. Tran, Mr. Datoo, Mr. Thompson and Mr. Richter) would be directors of ParentCo following the Closing, that ParentCo would enter into employment agreements with Mr. Tran and Mr. Datoo, and the final version of the LOI also contemplated a minimum cash condition and a secondary sale in connection with the PIPE Investment.

From March 12, 2021, through the week of April 12, 2021, Michael Mahan and Hahn Lee spoke to members of the BLTS board of directors to inform them that representatives of BLTS were negotiating the terms of a potential business combination with Manscaped Holdings. The BLTS board of directors was provided additional background information about Manscaped Holdings in relation to, among other things, its business, existing stockholders and financial condition. During these conversations, the BLTS board of directors discussed the proposed terms of a potential business combination between Manscaped Holdings and BLTS and timing considerations.

On March 16, 2021, representatives of Manscaped Holdings held a comprehensive management presentation for the BLTS Management Team, Board of Directors, and representatives of Moelis and KPMG to provide information related to Manscaped Holdings’ strategy, brand, product portfolio, customer metrics, marketing activities, distribution channels, operations, infrastructure and financials.

On March 23, 2021, representatives of BLTS and Moelis met to discuss Manscaped’s business, including, without limitation, Manscaped’s revenue projections, product category mix, average order values, subscriber growth and churn rate, customer metrics and distribution channel partners.

On March 24, 2021, Michael Mahan met with Paul Tran in Las Vegas, Nevada to discuss a potential transaction between Manscaped Holdings and BLTS.

On March 29, 2021, representatives of BLTS, Moelis and Manscaped Holdings had a telephone call to discuss Manscaped Holdings’ historical and projected financials, including the operating metrics and key performance drivers, including, among other things, revenue projections, product category mix, average order values, subscriber growth and churn rate, customer metrics and distribution channel partners. Based on the information provided to BLTS to that date, as well as analysis and feedback from Moelis, BLTS initially proposed a valuation on a pro-forma combined cash-free, debt-free basis at $1.5 billion, which would equate to $1.3725 billion equity consideration.

On March 29, 2021, BLTS began drafting the LOI, reflecting the parties’ discussions to date with respect to an initial business combination. On March 31, 2021, Michael Mahan, Hahn Lee and representatives of Skadden had a telephone call to discuss the terms of the LOI. The terms of the LOI were further discussed by representatives of BLTS and Moelis during a telephone call on April 5, 2021. On March 31, 2021, representatives of Moelis sent representatives of Raymond James a list of follow-up questions from the call that was held on March 29, 2021, regarding, among other things, financial projections and performance of Manscaped Holdings. Representatives of Raymond James responded to such questions on the same day.

During the weeks of March 29, 2021 and April 5, 2021, representatives of BLTS and Manscaped Holdings discussed various aspects of a potential business combination, including, among other things, the proposed $1.5 billion valuation, process considerations applicable to transactions with special purpose acquisition companies (including required approvals, typical due diligence process and investor outreach), public company readiness, Manscaped Holdings’ capital structure, financing options, and transaction structure. Attention was given to the financial statement requirements for a transaction of this sort and feasibility of the UP-C structure.

During the weeks of April 5, 2021 and April 12, 2021, representatives of BLTS and Manscaped Holdings held additional video and telephone calls during which they continued to discuss the terms of a possible business combination. After further discussion among the parties and receiving feedback from their respective advisors, BLTS and Manscaped Holdings mutually agreed to a valuation on a pro-forma combined cash-free, debt-free basis at $1.5 billion, which would equate to $1.3725 billion equity consideration. Based on evaluations of the comparable trading companies, it was determined that applying forward multiples would provide the most relevant financial metric for valuation. Moelis conducted various business and financial analyses, which showed that high-growth lifestyle brands were trading at a 5.1x multiple of total enterprise value divided by expected revenue in calendar year 2022, and beauty and personal care brands were trading at 5.7x. At the time, Manscaped Holdings was projected to deliver revenue of $386 million in calendar year 2022. After running various sensitivities against the calendar year 2022 revenue forecast and total enterprise value of Manscaped Holdings, Moelis concluded based on the multiples (which ranged from 1.6x to 12.9x, depending on the company and the revenue assumed for calendar year 2022), a total enterprise value of $1.5 billion presented a fair price. BLTS and Manscaped agreed to this valuation on the basis of the view that, to that date, the information and discussions revealed that Manscaped had strong fundamentals, and that BLTS and Manscaped believed that they could support that valuation with BLTS public stockholders and prospective investors.

On April 7, 2021, representatives of BLTS submitted the LOI to representatives of Manscaped Holdings. The LOI contemplated a business combination between BLTS and Manscaped Holdings whereby BLTS, or a newly formed holding company of BLTS and Manscaped Holdings, would acquire 100% of the outstanding equity and equity equivalents of Manscaped Holdings. This initial draft of the LOI included that the initial pro-forma combined cash-free, debt-free basis valuation with respect to the Manscaped business was $1.5 billion (or $1.3725 billion equity consideration), consistent with BLTS management’s evaluation of the business. The LOI also contemplated a proposed PIPE Investment to close simultaneously with the Closing with gross proceeds of at least $150 million (with a target of $170 million), pursuant to which such investors would agree to subscribe for newly issued Class A common stock of ParentCo. The LOI included exclusivity restrictions on BLTS and Manscaped Holdings, prohibiting them from soliciting, initiating, knowingly encouraging or entering into any agreement with third parties in connection with an alternative transaction or business combination during the exclusivity period.

In the following days, representatives of BLTS and Manscaped Holdings held various video and telephone calls during which they negotiated the terms of the LOI. Such calls and meetings took place on April 12, 2021, between representatives of Moelis and Raymond James, and on April 14, 2021, between representatives of BLTS and Moelis. The principal terms being negotiated were deal structure, exclusivity, lock-up provision, governance, closing cash, secondary offering and employment terms for key officers.

On April 13, 2021, representatives of Manscaped Holdings provided representatives of BLTS with a proposed revised LOI. Among the topics proposed to be changed from the Manscaped Holdings proposal were the addition of an “Up-C” transaction structure implementing a tax receivable agreement with customary sharing of economic benefits resulting from a tax basis step-up, an equity incentive plan to be equal to 10% of the outstanding public company common stock, that the lockup conditions in respect of the BLTS founder shares would be negotiated at a later time, the addition of a secondary sale of between $110 million to $130 million in connection with the closing of the Business Combination and that each of Paul Tran and Kevin Datoo would enter into employment offer letters.

On April 16, 2021, the parties finalized the terms of the LOI, subject to approval by each of their respective boards of directors, and the LOI was executed on the same day. The parties executed extensions to the period of exclusivity described in the LOI on June 1, 2021, July 17, 2021, August 27, 2021, and October 26, 2021.

Following execution of the LOI, beginning the week of April 19, 2021, through July 19, 2021, representatives of BLTS, Manscaped Holdings and their respective financial advisors and attorneys organized their efforts for the PIPE Investment, including representatives of BLTS and its advisors providing comments on the investor presentation and representatives of BLTS, Jefferies LLC (“Jefferies”), Moelis and Raymond James identifying potential investors to approach regarding the PIPE Investment. The parties planned to launch the PIPE Investment solicitation process on July 20, 2021.

On April 23, 2021, representatives of BLTS met with representatives of KPMG and Moelis to discuss the scope of commercial due diligence. From May 7, 2021, to May 28, 2021, representatives of BLTS and KPMG met regularly to discuss due diligence findings. Such due diligence related to commercial, finance and accounting, tax and IT matters, and public company readiness. On June 3, 2021, representatives of KPMG presented a summary of commercial due diligence findings to representatives of BLTS and members of Manscaped’s management.

Beginning in May 2021, BLTS and Manscaped Holdings entered into conversations about a celebrity partnership with Channing Tatum, whose role in a film franchise BLTS believed would provide strong marketing appeal for the Manscaped brand. In November 2021, Mr. Tatum agreed to be an investor in the PIPE financing and agreed to become a creative content partner for Manscaped Holdings, with the key terms subject to agreement on the nature, scope, timing, frequency, distribution and compensation for such role. There is active dialogue between BLTS and representatives of Mr. Tatum to finalize the specifics. There is no written agreement currently in effect between Mr. Tatum and BLTS, Manscaped Holdings, or ParentCo.

As a result of the due diligence process and discussions with the parties, Manscaped slightly revised its financial projections. Based on this change, on or about June 15, 2021, the parties discussed a potential reduction of the valuation from $1.5 billion to $1.4 billion valuation.

On June 24, 2021, BLTS signed an engagement letter with Moelis to act as its financial advisor in connection with the potential transaction with Manscaped Holdings.

Beginning on July 14, 2021, the Placement Agents (defined below) contacted potential investors on a “wall cross” basis to arrange for investor meetings with Manscaped Holdings and BLTS. From July 20, 2021, through November 17, 2021, Manscaped Holdings and BLTS, together with the Placement Agents, held investor meetings with certain potential investors in the PIPE Investment. Paul Tran, Kevin Datoo and Phillip Unthank attended various investor meetings on behalf of Manscaped Holdings, and Mike Mahan, Hahn Lee, Allen Shapiro and John Howard attended various investor meetings on behalf of BLTS. On August 5, 2021, BLTS signed engagement letters with each of Jefferies and Moelis to serve as placement agents for the PIPE Investment, and on September 17, 2021, BLTS signed an engagement letter with Deutsche Bank Securities Inc. (“Deutsche Bank”) to act as placement agent along with Jefferies and Moelis (collectively, the “Placement Agents”) for the PIPE Investment. Manscaped Holdings arranged for a virtual data room to be established to provide certain materials to prospective investors in the PIPE Investment who agreed to receive confidential information and related restrictions. A draft subscription agreement was made available to potential investors through the virtual data room on August 3, 2021. During this time, the parties negotiated the terms of the Subscription Agreement with prospective investors and their respective counsel and received indications of interest. Representatives of the Placement Agents, BLTS and Manscaped Holdings finalized proposed allocations with the prospective investors on or about November 22, 2021.

Concurrently with the outreach to potential PIPE investors and the continuing due diligence process, Skadden began drafting the BCA. Over the next few months, legal counsel to BLTS and Manscaped Holdings exchanged

drafts and negotiated the terms of the BCA, the exhibits and annexes thereto, and the ancillary agreements related to the Business Combination, including the disclosures letters to the BCA, the Restructuring Agreement, the Exchange Agreement, the Tax Receivable Agreement, the Sponsor Support Agreement, the Manscaped Equityholders Support Agreement, the Registration Rights Agreement, the Subscription Agreements, the Warrant Amendment, the Proposed Certificate of Incorporation and Proposed Bylaws, the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan, the 2022 Management Incentive Plan and the Amended Manscaped LLC Agreement. Negotiations over the BCA and Sponsor Support Agreement centered around the earnout that Manscaped shareholders and the Sponsor would receive. The parties also worked to finalize the representations and warranties in the BCA based off of diligence and the terms of the Tax Receivable Agreement.

In most instances, the PIPE Investors were selected by the Placement Agents, and did not have any pre-existing relationships to BLTS, the Sponsor or Manscaped. Certain PIPE Investors are affiliates of the Sponsor, and a certain board member of Manscaped is also investing in the PIPE Investment. Although the initial target PIPE investment was to be at least $150 million, such target was reduced due to, among other things, discussions with the PIPE Investors and turbulence in the PIPE market.

Beginning on July 22, 2021, a shareholder of BLTS and a potential investor in the PIPE investment (the “Potential Investor”) expressed interest in the Business Combination. In the following weeks, the Potential Investor suggested a slightly lower valuation combined with an earnout in order to attract additional potential PIPE investors. The Potential Investor believed that an extremely attractive valuation would be required to get attention in the market. Based on comparable company valuations in the lifestyle brand and health and beauty categories, the Potential Investor did not object to the $1.4 billion valuation, but preferred that the Manscaped shareholders and Sponsor share in the upside via an earnout structure. Given the size of the proposed investment by the Potential Investor, as well as the then current state of the PIPE markets, BLTS and Manscaped acknowledged the significance of the Potential Investor. After further negotiations between representatives of BLTS and the Potential Investor, the parties settled on a valuation of approximately $1 billion and an earnout provision of up to 40 million shares, in order to both attract potential PIPE investors and reflect the ownership levels of the Sponsor and equityholders of Manscaped Holdings that had been contemplated by the higher valuation. Given the significance of the Potential Investor’s comments, and because Manscaped’s shareholders and the Sponsor believed in the future potential of Manscaped, BLTS and Manscaped agreed to the $1 billion valuation and Sponsor and the Manscaped shareholders agreed to the revised earnout structure. The earnout was based on the potential of Manscaped shareholders receiving approximately the same number of shares at a $1.4 billion valuation if all of the vesting conditions were met. The earnout would vest in three equal tranches based on share prices reaching $12.50, $15.00 and $17.50, with shareholders of Manscaped earning approximately 12.75 million shares in each tranche and the Sponsor earning approximately 0.58 million shares in each tranche. The vesting provisions were agreed to among the parties based on the advice of their advisors that such vesting thresholds were standard in the market and would be acceptable for prospective investors.

From June 24, 2021 to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the Subscription Agreements, pursuant to which, among other things, the PIPE Investors agreed to purchase, in the aggregate, 8,245,873 shares of ParentCo Common Stock at $9.20 per share for an aggregate commitment amount of approximately $75,000,000. In the case of Subscription Agreements entered into with entities, the purchase of shares is subject to certain concentration limits. The Subscription Agreement for entities permits PIPE Investors prior to the Closing to reduce the number of PIPE Shares that they are required to purchase at the Closing with shares of ParentCo Class A Common Stock acquired after the date of the Subscription Agreement and not redeemed, shares of ParentCo Class A Common Stock issuable upon warrants acquired after the date of the Subscription Agreement and not transferred, and such that the shares subscribed for do not result in the PIPE Investor exceeding the beneficial ownership limit for ParentCo’s Class A Common Stock that is set forth on such PIPE Investor’s signature page. Multiple drafts of the Subscription Agreements were exchanged prior to the execution of the agreed forms thereof by the parties thereto on November 22, 2021. See “BCA Proposal — Related Agreements — Subscription Agreements” for additional information.

From June 29, 2021 and June 30, 2021, respectively, to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the Proposed Bylaws and the Proposed Certificate of Incorporation, which will govern ParentCo (to be renamed Manscaped Holdings, Inc.) following the closing of

the Business Combination. Multiple drafts of the Proposed Bylaws and the Proposed Certificate of Incorporation were exchanged prior to the finalization of the agreed forms thereof by the parties on November 22, 2021. See “Organizational Documents Proposals” for additional information.

From June 30, 2021 to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the Registration Rights Agreement, pursuant to which, among other things, ParentCo will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of ParentCo Common Stock and other equity securities of ParentCo that are held by the parties thereto from time to time. Multiple drafts of the Registration Rights Agreement were exchanged prior to the finalization of the agreed form thereof by the parties thereto on November 22, 2021. See “BCA Proposal — Related Agreements — Registration Rights Agreement” for additional information.

From July 6, 2021 to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan, pursuant to which, among other things, Manscaped Holdings may grant cash and equity incentive awards to employees, non-employee directors and consultants in order to attract, motivate and retain talent. The 2022 Omnibus Incentive Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Code, to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of cash-based and stock-based awards. The plan will be administered by the compensation committee of Manscaped Holdings’ board of directors. Any individual who is an employee, non-employee director or consultant of Manscaped Holdings or any of its affiliates, will be eligible to receive an award under the plan at the discretion of the compensation committee. Multiple drafts of the Manscaped Holdings, Inc. 2022 Omnibus Incentive Plan were exchanged prior to the finalization of the agreed form thereof by the parties on November 22, 2021. See “Equity Incentive Plan Proposal” for additional information.

From July 7, 2021 to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the Restructuring Agreement, pursuant to which, among other things, each of the outstanding limited liability company units of Manscaped Holdings (other than incentive units) will be recapitalized into a single class of limited liability company units and 100% of the capital stock of Manscaped, Inc. will be distributed to certain equityholders of Manscaped Holdings. Multiple drafts of the Restructuring Agreement were exchanged prior to the finalization of the agreed form thereof by the parties thereto on November 22, 2021. See “BCA Proposal — Related Agreements — Restructuring Agreement” for additional information.

From July 13, 2021 to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the Amended Manscaped LLC Agreement, which, among other things, amends the Manscaped LLC Agreement and shall be the limited liability company agreement of Manscaped Holdings until thereafter amended as provided therein and under the Delaware Limited Liability Company Act. The Amended Manscaped LLC Agreement will set forth, among other things, the rights and obligations of the members including the managing member, of Manscaped Holdings. Multiple drafts of the Amended Manscaped LLC Agreement were exchanged prior to the finalization of the agreed form thereof by the parties thereto on November 22, 2021. See “BCA Proposal — Related Agreements — Amended Manscaped LLC Agreement” for additional information.

From July 15, 2021 to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the Tax Receivable Agreement, pursuant to which, among other things, ParentCo generally will be required to pay to the certain parties, in the aggregate, 85% of the amount of any U.S. federal, state and local income tax benefit that the ParentCo group actually realizes as a result of (i) future taxable redemptions and exchanges of Manscaped Units, (ii) certain payments made under the TRA, and (iii) deductions in respect of interest under the TRA. Multiple drafts of the Tax Receivable Agreement were exchanged prior to the finalization of the agreed form thereof by the parties thereto on November 22, 2021. See “BCA Proposal — Related Agreements — Tax Receivable Agreement” for additional information.

From July 29, 2021 to November 22, 2021, representatives of Skadden, BLTS, and Continental discussed the terms of the Warrant Amendment, pursuant to which, among other things, BLTS agreed to assign all of its right, title and interest in the Warrant Agreement to ParentCo. Multiple drafts of the Warrant Amendment were exchanged prior to the execution of the agreed form thereof by the parties thereto on November 22, 2021.

From August 18, 2021 to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the 2022 Management Incentive Plan, pursuant to which, among other things,

Manscaped Holdings may grant performance-based incentive units in Manscaped Holdings, LLC (each an “LTIP”) to Paul Tran and Kevin Datoo in order to motivate and reward them so that they perform at the highest level and contribute significantly to the success of Manscaped Holdings. The 2022 Management Incentive Plan provides for the grant of LTIP units subject to performance and service vesting criteria. LTIP units may be convertible, exchangeable or redeemable for other Manscaped Holdings, LLC units or shares of Manscaped Holdings common stock, or valued by reference to the book value, fair value or performance of the Manscaped Holdings. The plan will be administered by the compensation committee of Manscaped Holdings, LLC’s board of managers. Only Paul Tran and Kevin Datoo will eligible to receive an award under the 2022 Management Incentive Plan. Multiple drafts of the 2022 Management Incentive Plan were exchanged prior to the finalization of the agreed form thereof by the parties on November 22, 2021. See “Management Incentive Plan Proposal” for additional information.

From October 23, 2021 to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor and each director and officer of BLTS agreed to vote in favor of the BCA and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. Additionally, the Sponsor also agreed to exchange its 5,630,000 shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock, and to subject certain of its shares of ParentCo common stock to potential forfeiture to ParentCo for no consideration until the occurrence of certain earnout vesting conditions. Multiple drafts of the Sponsor Support Agreement were exchanged prior to the execution of the agreed form thereof by the parties thereto on November 22, 2021. See “BCA Proposal — Related Agreements — Sponsor Support Agreement” for additional information.

From November 10, 2021 to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the Exchange Agreement, pursuant to which, among other things, certain holders of unvested incentive units of Manscaped Holdings will agree to cancellation of such unvested units in exchange for restricted stock units of ParentCo. Multiple drafts of the Exchange Agreement were exchanged prior to the finalization of the agreed form thereof by the parties thereto on November 22, 2021. See “BCA Proposal — Related Agreements — Exchange Agreement” for additional information.

From November 16, 2021 to November 22, 2021, representatives of Skadden, BLTS, Buchalter and Manscaped Holdings discussed the terms of the Manscaped Equityholders Support Agreement, pursuant to which, among other things, the Requisite Manscaped Unitholders agreed to vote to adopt and approve, upon the effectiveness of the Registration Statement, the BCA and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Manscaped Equityholders Support Agreement. Multiple drafts of the Manscaped Equityholders Support Agreement were exchanged prior to the execution of the agreed form thereof by the parties thereto on November 22, 2021. See “BCA Proposal — Related Agreements — Manscaped Equityholders Support Agreement” for additional information.

On October 6, 2021, a special meeting of the Manscaped Holdings board of directors was held. In addition to the full Manscaped Holdings board of directors, the meeting was attended by Buchalter, and certain other advisors to the Board. The Manscaped Holdings board of directors discussed and reviewed the Business Combination, including the terms and conditions of the BCA and the key ancillary agreements, the potential benefits of, and risks relating to, the Business Combination, the reasons for entering into the BCA, the proposed timeline for entering into the definitive transaction agreements and announcing the Business Combination, and related fiduciary duties. After the discussion at this meeting, on November 22, 2021, the Manscaped Holdings board of directors unanimously approved by written consent the entry into the BCA and the Mergers and certain other matters, and determined, among other things, that the Business Combination Proposal is in the best interests of Manscaped Holdings and its members.

On November 11, 2021, a special meeting of the BLTS Board was held. In addition to the full BLTS Board, the meeting was attended by representatives of Skadden. In advance of the meeting, the BLTS Board was provided the then current and/or final drafts of each of the transaction documents and exhibits to the BCA, a summary of select transaction documents, and proposed resolutions to be passed at the meeting of the BLTS Board. The BLTS Board, with the assistance of its legal advisors, discussed and reviewed the Business Combination, including the terms and conditions of the BCA and the key ancillary agreements, the potential benefits of, and risks relating to, the Business Combination, the reasons for entering into the BCA, the proposed timeline for entering into the definitive transaction agreements and announcing the Business Combination, and related fiduciary duties. After review and discussion, the BLTS Board (i) approved the entry into the BCA and the transactions contemplated thereby, (ii) determined, among other things, that the BCA Proposal is in the best interests of BLTS and its stockholders and (iii) recommended that

its stockholders vote “FOR” the proposal. See the section titled “— BLTS’s Board of Directors’ Reasons for the Business Combination” for additional information related to the factors considered by the BLTS Board in approving the Business Combination.

On November 22, 2021, BLTS, ParentCo, Intermediate Holdco, Merger Sub Corp, Merger Sub LLC and Manscaped Holdings executed the BCA. Concurrent with the execution of the BCA, BLTS, Manscaped Holdings and/or their respective affiliates (as applicable) also entered into the Subscription Agreements, the Sponsor Support Agreement, the Manscaped Equityholders Support Agreement, and the Warrant Amendment Agreement, in each case, with the counterparties thereto. See the section titled “BCA Proposal — Related Agreements” for additional information.

On November 23, 2021, BLTS and Manscaped Holdings issued a joint press release announcing the execution of the BCA, which BLTS filed with a Current Report on Form 8-K along with the investor presentation and the script thereof, as well as the BCA, forms of the Subscription Agreements entered into with entities and with individuals, the Manscaped Equityholders Support Agreement, the Sponsor Support Agreement, and the Warrant Amendment.

BLTS’s Board of Directors’ Reasons for the Business Combination

On November 14, 2021, the BLTS board of directors (i) approved the BCA and related transaction agreements and the transactions contemplated thereby, (ii) determined that the Business Combination is in the best interests of BLTS and its stockholders, and (iii) recommended that BLTS’s stockholders approve and adopt the Business Combination. In evaluating the Business Combination and making these determinations and this recommendation, the BLTS board of directors consulted with BLTS’s senior management and considered a number of factors.

The BLTS board of directors and management also considered the general criteria and guidelines that BLTS believed would be important in evaluating prospective target businesses as described in the prospectus for BLTS’s initial public offering. The BLTS board of directors also considered that they could enter into a business combination with a target business that does not meet those criteria and guidelines. In the prospectus for its initial public offering, BLTS stated that it intended to focus primarily on acquiring a company or companies with the following criteria and guidelines in part:

(i)     the business has an enterprise valuation of between $500 million and $1.5 billion;

(ii)    the business has an extensive network that can partner with the right celebrity to drive brand monetization and accelerate growth, including businesses which are already celebrity-owned and looking for a path to public liquidity;

(iii)   the business has an associated reputable brand that can be enhanced by a celebrity’s extensive consumer reach and access to superior operational talent;

(iv)   the business has underlying intellectual property that can be used to further monetize the brand or allow for exploration of adjacent verticals or product extensions;

(v)    a business where additional capital investment and effective sponsorship will result in improvements in operational and/or financial performance;

(vi)   the business operates in industries in which BLTS’s management team have technical, strategic and operational expertise to impart significant value; and

(vii)  the business is attractively valued relative to comparable companies.

In considering the Business Combination, the BLTS board of directors determined that the Business Combination was an attractive business opportunity that met the vast majority of the criteria and guidelines above, although not weighted or in any order of significance.

BLTS’s board of directors considered a wide variety of factors in connection with their respective evaluations of the Business Combination. In light of the complexity of those factors, BLTS’s board of directors as a whole did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching their respective decisions. Individual members of BLTS’s board of directors may have given different weight to different factors. This explanation of BLTS’s reasons for the board of directors’ approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

In particular, the BLTS board of directors considered the following factors:

•        Manscaped and the Business Combination.    The BLTS board of directors considered the following factors related to Manscaped and the Business Combination:

•        Manscaped’s Leadership Position in the Men’s Grooming Products Industry.    According to Manscaped, Manscaped has sold over 4 million trimmers, has strong brand awareness, and is a leader in the personal care/groin trimmer market. Unlike other companies in the men’s grooming category, Manscaped has successfully created a product portfolio that includes hard goods (e.g., trimmers) and soft goods (e.g., shampoo, conditioner, body wash, etc.).

•        Manscaped’s Relationships with a Broad, Diverse and Growing Customer Base.    According to Manscaped, Manscaped derives a majority of revenue from its 2.6 million U.S. direct to consumer (“D2C”) customers. According to Manscaped, its D2C customer base is diverse, with 8% of its D2C customers falling in the 18-25 age range, 27% in the 25-35 age range, 26% in the 35-45 age range, 20% in the 45-55 age range, 12% in the 55-65 age range and 8% in the 65+ age range. Within the US, customer are not geographically concentrated. Manscaped’s highest indexing states include Utah, North Dakota, Colorado and New Jersey.

•        Manscaped’s Large Addressable Market.    According to Manscaped, the global men’s grooming market is a $70 billion market. Having sold over 4 million trimmers, Manscaped has reached less than 5% of the U.S. target audience, presenting an immense global market opportunity.

•        Manscaped’s Brand Equity.    The BLTS board of directors believes that Manscaped has strong brand awareness; according to Manscaped’s consumer reaserch as of December 2020, it reached over 40% brand awareness in December 2020. Additionally, Manscaped’s Net Promoter Score is 50 (per Manscaped’s consumer reaserch as of December 2020), Manscaped maintains its marketing IP in-house, and outpaces other brands in both social media presence and website traffic.

•        Attractive Valuation.    The BLTS board of directors determined that if Manscaped is able to meet its financial projections, then BLTS’s stockholders will have acquired their shares in the combined entity at an attractive valuation, which would increase shareholder value.

•        Manscaped’s Unique Product Offering.    The BLTS board of directors believes that Manscaped’s products are transformative in the men’s grooming products industry, where industry players have traditionally underinvested in products specifically designed for the groin, at least as compared to Manscaped. The BLTS board of directors believes that Manscaped has been at the forefront of the creation of groin-specific men’s grooming products and has successfully built a complete lifestyle brand.

•        Manscaped’s Management’s Capital Stewardship.    Manscaped was able to grow its trailing twelve month revenue from $3 million in Q1 2018 to nearly $300 million in Q3 2021 while only raising $23 million in equity capital.

•        Manscaped’s Growth Strategies, Including Retail Distribution and International Penetration.    According to Manscaped, the total addressable market of U.S. men ages 15+ is 120 million individuals, providing a large number of potential customers in the U.S. alone. Manscaped has a successful track record of launching new products, and, similar to its approach to the groin grooming routine, Manscaped expects to develop additional grooming routines to become an all-encompassing grooming experience. According to Manscaped, with over 60% of international consumers practicing regular groin grooming and only 5% of international consumers currently using a groin-specific trimmer, Manscaped expects to replicate its success in the U.S. on a global scale.

•        Experienced and Proven Management Team.    Manscaped’s CEO, Paul Tran, has extensive experience in personal care and e-commerce businesses, having founded Whiff, Inc., a fragrance company that emphasizes collaboration with a wide variety of brand partners, and IDK, a global Innovation Laboratory. Additionally, Manscaped’s President, Kevin Datoo, previously worked as Chief Operating Officer of Dollar Shave Club for nearly 7 years, and Manscaped’s Chief Financial Officer, Phillip Unthank, has over 20 years of experience in accounting, finance and operations at various companies.

•        Best Available Opportunity.    The BLTS board of directors determined, after a thorough review of other business combination opportunities reasonably available to BLTS, that the proposed Business Combination represents the best potential business combination for BLTS based upon the process utilized to evaluate and assess other potential acquisition targets, and the BLTS board of directors’ belief that such processes had not presented a better alternative.

•        Continued Ownership By Sellers.    The BLTS board of directors considered that Manscaped’s existing equityholders would be receiving a significant amount of ParentCo’s Common Stock as its consideration and that all of the existing equityholders of Manscaped are “rolling over” their existing equity interests into equity interests in ParentCo which would represent approximately 74.36% of the pro forma ownership of ParentCo after Closing, assuming (i) that no public stockholders exercise their redemption rights in connection with the Business Combination, (ii) that ParentCo issues or reserves for issuance shares of ParentCo Common Stock as the Aggregate Merger Consideration pursuant to the BCA, which in the aggregate equals 76,778,705 shares of ParentCo Common Stock (and an additional 38,270,011 shares of ParentCo Common Stock that may be issued after the Business Combination to certain stockholders of Manscaped, Inc. prior to the Manscaped, Inc. Merger and certain equityholders of Manscaped Holdings following the Business Combination, upon the achievement of certain milestones as further described herein), and (iii) ParentCo issues approximately 8,153,483 shares of ParentCo Common Stock to the PIPE Investors pursuant to the PIPE Investment. If the actual facts are different from these assumptions, the percentage ownership retained by the Manscaped’s existing equityholders in ParentCo will be different.

Further, all of the proceeds to be delivered to ParentCo in connection with the Business Combination (including from BLTS’s trust account and from the PIPE Investment), except for such proceeds that are used to pay off debt or transaction expenses, are expected to remain on the balance sheet of ParentCo after Closing in order to fund Manscaped’s existing operations and support new and existing growth initiatives, and are not anticipated to be used to effect any additional repurchase, redemption or other acquisition of outstanding shares of BLTS’s common stock for at least the first six months after Closing. The BLTS board of directors considered this as a strong sign of confidence in ParentCo following the Business Combination and the benefits to be realized as a result of the Business Combination.

•        Results of Due Diligence.    The BLTS board of directors considered the scope of the due diligence investigation conducted by BLTS’s management and outside advisors and evaluated the results thereof and information available to it related to Manscaped, including:

a.      extensive virtual meetings and calls with Manscaped’s management team regarding its operations, projections and the proposed transaction; and

b.      review of materials related to Manscaped and its business, made available by Manscaped, including financial statements, material contracts, supply chain and revenues, key metrics and performance indicators, benefit plans, employee compensation and labor matters, intellectual property matters, real property matters, information technology, privacy and personal data, litigation information, and other regulatory and compliance matters and other legal and business diligence. The review of these materials did not reveal any material issues other than certain documentation issues that were rectified prior to execution of the BCA, issues related to the TCPA (which, upon further analysis, the BLTS board of directors ultimately determined were not material), analysis of the Up-C structure, and certain financial results. Additionally, the BLTS board of directors was provided with a due diligence report summarizing key findings of the legal due diligence conducted by BLTS’ advisors, which the BLTS board of directors reviewed thoroughly prior to entering into the BCA.

•        Terms of the BCA.    The BLTS board of directors reviewed and considered the terms of the BCA and the related agreements, including the parties’ conditions to their respective obligations to complete the transactions contemplated therein and their ability to terminate such agreements. See “BCA Proposal” for detailed discussions of the terms and conditions of these agreements.

•        The Role of the Independent Directors.    In connection with the Business Combination, BLTS’s independent directors, Ciara Wilson, Peter Guber, Mark Shapiro, and Selena Kalvaria, evaluated the

proposed terms of the Business Combination, including the BCA and the related agreements, and unanimously approved, as members of the BLTS board of directors, the BCA and the related agreement and the transactions contemplated thereby, including the Business Combination.

In the course of its deliberations, the BLTS board of directors also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:

•        Potential Inability to Complete the Business Combination.    The BLTS board of directors considered the possibility that the Business Combination may not be completed and the potential adverse consequences to BLTS if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction. They considered the uncertainty related to the Closing, including due to closing conditions primarily outside of the control of the parties to the transaction (such as the need for stockholder and antitrust approval). The BCA and the Sponsor Support Agreement each also include provisions that prohibit BLTS, the Sponsor and certain of their respective affiliates from soliciting other initial business combination proposals on behalf of BLTS or require them to vote against any alternative merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by BLTS, which restricts BLTS’s ability to consider other potential initial business combinations until the earlier of the termination of the BCA or the consummation of the Business Combination.

In addition, the BLTS board of directors considered the risk that the current public stockholders of BLTS would redeem their public shares for cash in connection with consummation of the Business Combination, thereby reducing the amount of cash available to ParentCo following the consummation of the Business Combination. The consummation of the Business Combination is conditioned upon satisfaction of the Minimum Cash Condition (although Sponsor or any of its or its members’ affiliates shall have the right, but not the obligation, prior to the Closing to acquire common stock of ParentCo (on the same terms and conditions as set forth in the Subscription Agreements) and the proceeds of such acquisition shall constitute additional available cash, which condition is for the sole benefit of Manscaped), which condition will be satisfied at Closing regardless of any exercise by BLTS’s current public stockholders of their redemption rights, due to the size of the PIPE Investment. Further, the BLTS board of directors considered the risk that current public stockholders would exercise their redemption rights is mitigated because Manscaped will be acquired at an attractive aggregate purchase price.

•        Manscaped’s Business Risks.    The BLTS board of directors considered that BLTS stockholders would be subject to the execution risks associated with ParentCo if they retained their public shares following the Closing, which were different from the risks related to holding public shares of BLTS prior to the Closing. In this regard, the BLTS board of directors considered that there were risks associated with successful implementation of ParentCo’s long term business plan and strategy and ParentCo realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control such as the potential negative impact, including the potential impact of the COVID-19 pandemic and related macroeconomic uncertainty. The BLTS board of directors considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that BLTS stockholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination. For additional description of these risks, please see “Risk Factors.” The BLTS board of directors also considered Manscaped’s history of net losses, but also took into account the non-cash nature of historical share-based compensation that contributed to such losses, and the reconciliation from net loss to positive Adjusted EBITDA.

•        Post-Business Combination Corporate Governance.    The BLTS board of directors considered the corporate governance provisions of the BCA and the Proposed Organizational Documents and the effect of those provisions on the governance of the Company following the Closing. In particular, they considered that the parties have not entered into any agreement in respect of the composition of the Board after the Closing, except for the parties’ respective rights to designate the initial director nominees. See “BCA Proposal — The BCA” for detailed discussions of the terms and conditions of the BCA.

Because the equityholders of Manscaped, Inc. immediately prior to the Business Combination (including Paul Tran) will control a majority of the voting power of ParentCo’s common stock upon completion of the Business Combination, and because the Board will be classified following the Closing pursuant to the terms of the Proposed Organizational Documents, the existing equityholders of Manscaped may be able to elect future directors and make other decisions (including approving certain transactions involving ParentCo and other corporate actions) without the consent or approval of any of BLTS’s current stockholders, directors or management team. See “Organizational Documents Proposals” for detailed discussions of the terms and conditions of the Proposed Organizational Documents.

•        Limitations of Review.    The BLTS board of directors considered that they were not obtaining an opinion from any independent investment banking or accounting firm that the price BLTS is paying to acquire Manscaped is fair to BLTS or its stockholders from a financial point of view. In addition, the BLTS senior management and BLTS’s outside counsel reviewed only certain materials in connection with their due diligence review of Manscaped. Accordingly, the BLTS board of directors considered that BLTS may not have properly valued such business.

•        No Survival of Remedies for Breach of Representations, Warranties or Covenants of Manscaped.    The BLTS board of directors considered that the terms of the BCA provide that BLTS will not have any surviving remedies against Manscaped or its equityholders after the Closing to recover for losses as a result of any inaccuracies or breaches of the Manscaped representations, warranties or covenants set forth in the BCA. As a result, BLTS stockholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of Manscaped prior to the Closing, whether determined before or after the Closing, without any ability to reduce the number of shares to be issued in the Business Combination or recover for the amount of any damages. The BLTS board of directors determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms and the current equityholders of Manscaped will be, collectively, the majority equityholders in ParentCo.

•        Litigation.    The BLTS board of directors considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.

•        Fees and Expenses.    The BLTS board of directors considered the fees and expenses associated with completing the Business Combination.

•        Diversion of Management.    The BLTS board of directors considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on Manscaped’s business.

In addition to considering the factors described above, the BLTS board of directors also considered that:

•        Interests of BLTS’s Directors and Executive Officers.    BLTS’s directors and executive officers may have interests in the Business Combination as individuals that are in addition to, and may be different from, the interests of BLTS’s stockholders, as described in the section titled “BCA Proposal — Interests of BLTS’s Directors and Executive Officers in the Business Combination.” However, BLTS’s board of directors concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for BLTS’s initial public offering and are included in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by BLTS with any other target business or businesses, and (iii) BLTS’s directors and executive officers hold equity interests in BLTS with value that, after the Closing, will be based on the future performance of ParentCo Common Stock. In addition, BLTS’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in approving, as members of the BLTS board of directors, the BCA and the related agreements and the transactions contemplated thereby, including the Business Combination.

Based on its review of the forgoing considerations, the BLTS board of directors concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects BLTS stockholders will receive as a result of the Business Combination. The BLTS board of directors realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

The preceding discussion of the information and factors considered by the BLTS board of directors is not intended to be exhaustive, but includes the material factors considered by the BLTS board of directors. In view of the complexity and wide variety of factors considered by the BLTS board of directors in connection with its evaluation of the Business Combination, the BLTS board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the different factors that it considered in reaching its decision. In addition, in considering the factors described above, individual members of the BLTS board of directors may have given different weight to different factors. The BLTS board of directors considered this information as a whole and overall considered the information and factors to be favorable to, and in support of, its determinations and recommendations.

This explanation of the BLTS board of directors’ reasons for its approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

Projected Financial Information

Manscaped provided BLTS with its internally prepared forecasts for each of the years in the two year period ending December 31, 2023. Manscaped does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of their future performance, revenue, financial condition or other results. However, in connection with the proposed Business Combination, management of Manscaped prepared the financial projections set forth below to present key elements of the forecasts provided to BLTS. The Manscaped projections were prepared solely for internal use and not with a view toward public disclosure, or complying with the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, but, in the view of Manscaped’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best knowledge and belief of Manscaped’s management, the expected course of action and the expected future financial performance of Manscaped.

The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that BLTS, our board of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus, including investors or holders, are cautioned not to place undue reliance on this information. We will not refer back to the financial projections in our future periodic reports filed under the Exchange Act.

The financial projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Manscaped’s business, all of which are difficult to predict and many of which are beyond Manscaped’s and BLTS’s control. The financial projections are forward looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond Manscaped’s control. The various risks and uncertainties include those set forth in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Manscaped” and “Cautionary Statement Regarding Forward-Looking Statements” sections of this proxy statement/prospectus, respectively. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

The financial projections were prepared in April 2022, are the responsibility of Manscaped’s management and reflect their views on future performance as of the date of this proxy statement/prospectus. None of Manscaped’s independent registered accounting firm, BLTS’s independent registered accounting firm or any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. Information

provided by Manscaped does not constitute any representation, estimate or projection of any other party. No person has made or makes any representation or warranty to any BLTS shareholder regarding the information included in the projected financial information.

The key elements of the most recent projections provided by management of Manscaped to BLTS are summarized in the table below:

Manscaped defines Adjusted EBITDA as net income (loss) attributable to Manscaped common stockholders excluding interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense, foreign currency exchange loss, and non-recurring charges. Adjusted EBITDA, a non-U.S. GAAP measure, is an additional, and not a substitute for or superior to, measure of financial performance prepared in accordance with U.S. GAAP and should not be considered as an alternative to net income, operating income or any other performance measure derived in accordance with U.S. GAAP. Manscaped believes that this non-U.S. GAAP measure, viewed in addition to and not in lieu of U.S. GAAP measures, provides useful information to investors by providing a more focused measure of operating results.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Manscaped — Non-GAAP Financial Measures” included elsewhere in this proxy statement/prospectus for more information regarding Adjusted EBITDA.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE FINANCIAL PROJECTIONS FOR MANSCAPED, BLTS UNDERTAKES NO OBLIGATIONS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

Satisfaction of 80% Test

It is a requirement under the Nasdaq listing requirements and the Amended and Restated Certificate of Incorporation of BLTS that any business acquired by BLTS have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for an initial business combination. As of November 22, 2021, the date of the execution of the BCA, the balance of the Trust Account was approximately $230,000,000 (including the approximately $7,568,750 deferred underwriting commissions and taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $177,560,000. In reaching its conclusion that the proposed Business Combination meets the 80% asset test, the BLTS board of directors used a pre-money equity value of $1 billion, which would not be subject to any adjustments to purchase price as per the terms of the BCA, which was implied based on the terms of the transactions agreed to by the parties in negotiating the definitive agreement for the proposed Business Combination. In determining whether the enterprise value described above represents the fair market value of Manscaped, the BLTS board of directors considered all of the factors described in the section of the proxy statement/prospectus captioned “BCA Proposal — BLTS’s Board of Directors’ Reasons for the Business Combination” and the fact that the purchase price for these businesses was the result of an arm’s-length negotiation. As a result, the BLTS board of directors concluded that the fair market value of Manscaped was significantly in excess of 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

Interests of BLTS’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of BLTS’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and BLTS’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of BLTS stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

•        Prior to BLTS’s initial public offering, the Sponsor purchased 5,750,000 shares of BLTS Class B Common Stock for an aggregate purchase price of $25,000, or approximately $0.004 per share, and transferred an aggregate of 120,000 of such shares to Ciara Wilson, Peter Guber, Mark Shapiro, and Selena Kalvaria, at their original per-share purchase price. If BLTS does not consummate a business combination by January 11, 2023 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. In such event, the 5,750,000 shares of BLTS Class B Common Stock collectively owned by the Sponsor and BLTS’s directors and officers would be worthless because following the redemption of the public shares, BLTS would likely have few, if any, net assets and because the Sponsor and BLTS’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any shares of BLTS Class B Common Stock held by it or them, as applicable, if BLTS fails to complete a business combination within the required period (although they will be entitled to liquidating distributions from the trust account with respect to any shares of BLTS Class A Common Stock they hold if BLTS fails to complete its initial business combination within the prescribed time frame. Additionally, in such event, the 6,600,000 private placement warrants purchased by the Sponsor simultaneously with the consummation of BLTS’s initial public offering for an aggregate purchase price of $6.6 million, will also expire worthless. Certain of BLTS’s directors and executive officers, including Michael Mahan, Hahn Lee and Allen Shapiro also have an indirect economic interest in such private placement warrants and in the 5,630,000 shares of BLTS Class B Common Stock owned by the Sponsor. The 5,175,000 shares of ParentCo Common Stock into which the 5,175,000 shares of BLTS Class B Common Stock collectively held by the Sponsor and certain of BLTS’s directors and officers, will automatically convert in connection with the Merger (including after giving effect to the ParentCo Merger and after taking into account Sponsor’s exchange of 5,630,000 outstanding shares of BLTS Class B Common Stock for 5,055,000 shares of BLTS Class A Common Stock), if unrestricted and freely tradable, would have had an aggregate market value of approximately $51.28 million based upon the closing price of $9.91 per public share on Nasdaq on April 18, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of ParentCo Common Stock will be subject to certain restrictions, including those described above, BLTS believes such shares have less value. The 6,600,000 ParentCo Warrants into which the 6,600,000 private placement warrants held by the Sponsor will automatically convert in connection with the Merger (including after giving effect to the ParentCo Merger), if unrestricted and freely tradable, would have had an aggregate market value of approximately $3.89 million based upon the closing price of $0.59 per public warrant on Nasdaq on April 18, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus.

•        The Sponsor will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to BLTS stockholders rather than liquidate.

•        Given the differential in purchase price that the Sponsor paid for the Founder Shares as compared to the price of the units sold in BLTS’s initial public offering and the substantial number of shares of ParentCo Common Stock that the Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor and its affiliates may realize a positive rate of return on such investments even if other stockholders of BLTS experience a negative rate of return following the Business Combination.

•        The Sponsor (including its representatives and affiliates) and BLTS’s directors and officers, may in the future become, affiliated with entities that are engaged in a similar business to BLTS. The Sponsor and BLTS’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to BLTS completing its initial business combination (assuming BLTS has entered into the BCA). Moreover, certain of BLTS’s directors and officers have time and attention

requirements for investment funds of which affiliates of the Sponsor are the investment managers. BLTS’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to BLTS, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in BLTS’s favor and such potential business opportunities may be presented to other entities prior to their presentation to BLTS, subject to applicable fiduciary duties under Delaware law. BLTS Governing Documents provide that BLTS renounces its interest in any corporate opportunity offered to any director or officer of BLTS which may be an opportunity for such director, on the one hand, or BLTS, on the other.

•        BLTS’s existing directors and officers will be eligible for continued indemnification and continued coverage under BLTS’s directors’ and officers’ liability insurance after the Merger and pursuant to the BCA.

•        In the event that BLTS fails to consummate a business combination within the prescribed time frame (pursuant to the BLTS Governing Documents), or upon the exercise of a redemption right in connection with the Business Combination, BLTS will be required to provide for payment of claims of creditors that were not waived that may be brought against BLTS within the ten years following such redemption. In order to protect the amounts held in BLTS’s trust account, the Sponsor has agreed that it will be liable to BLTS if and to the extent any claims by a third party (other than BLTS’s independent auditors) for services rendered or products sold to BLTS, or a prospective target business with which BLTS has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of BLTS’s IPO against certain liabilities, including liabilities under the Securities Act.

•        In order to finance transaction costs in connection with BLTS’s initial business combination (including any amounts which are currently outstanding), the Sponsor or an affiliate of the Sponsor, or certain of BLTS’s officers and directors may, but are not obligated to, loan funds to BLTS as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes that would each become due and payable in full, without interest, upon completion of BLTS’s initial business combination, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a business combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to BLTS’s private placement warrants. In the event that BLTS does not complete its initial business combination within the prescribed time frame, BLTS may use a portion of its working capital held outside of its trust account to repay any Working Capital Loans made to BLTS, but no proceeds held in the trust account would be used to repay such Working Capital Loans, and the applicable related party lender or lenders may not be able to recover the value it or they have loaned to BLTS pursuant to such Working Capital Loans.

•        On January 18, 2022, BLTS entered into the Promissory Note with the Sponsor. Pursuant to the Promissory Note, the Sponsor has agreed to loan to BLTS up to $1.5 million to be used for working capital purposes. In December 2021, the Sponsor advanced $200,000 to BLTS for incurred expenses, which advance is deemed to have been a drawdown under the Promissory Note. Up to $1.5 million of the loans may be settled in whole warrants to purchase Class A common stock of BLTS at a conversion price equal to $1.00 per warrant. The loans will not bear any interest, and will be repayable by BLTS to the Sponsor upon the earlier of the date by which BLTS must complete an initial business combination pursuant to its amended and restated certificate of incorporation (as amended from time to time) and the consummation of the Business Combination. The maturity date of the Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Promissory Note may be prepaid at any time by BLTS, at its election and without penalty; provided, however, that the Sponsor shall have a right to first convert such principal balance as described in Section 6 of the Promissory Note upon notice of such prepayment.

•        Pursuant to the Registration Rights Agreement, the Sponsor, certain of BLTS’s directors and officers and the Major Company Equityholders will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of ParentCo Common Stock and warrants held by such parties following the consummation of the Business Combination.

As a result, the aggregate dollar amount of what the Sponsor and its affiliates have at risk that depends on completion of a business combination is approximately $56.67 million, based on the closing prices of BLTS’ warrants and common stock on April 18, 2022, and assuming the full $1.5 million is loaned pursuant to the Promissory Note.

The Sponsor and each director and officer of BLTS have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote. Unlike some other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and each director and officer of BLTS have agreed to, among other things, vote in favor of the BCA and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor and BLTS’s directors and its officers own 20.0% of the issued and outstanding Common Stock of BLTS.

Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the BLTS redemption process (i.e., approximately $10.00 per share); (b) would represent in writing that such public shares will not be voted in favor of approving the Business Combination; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.

To the extent any such purchases by the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, BLTS will disclose in a Form 8-K prior to the Special Meeting the following: (i) the number of BLTS public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the BCA Proposal will be approved; (iv) the identities of the BLTS securityholders who sold to the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of shares of BLTS Common Stock for which BLTS has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood of (x) satisfaction of the Minimum Cash Condition, (y) otherwise limiting the number of public shares electing to redeem and (z) BLTS’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001. A purchase of warrants by the Sponsor, the existing equityholders of Manscaped or our or their respective directors, officers, advisors or respective affiliates may have the effect of increasing share ownership of Manscaped on a fully diluted basis.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Business Combination at the Special Meeting and could decrease the chances that the Business Combination would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The existence of financial and personal interests of one or more of BLTS’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of BLTS and its stockholders and what he, she or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, BLTS’s officers have interests in the Business Combination that may conflict with your interests as a stockholder.

Expected Accounting Treatment of the Business Combination

ParentCo is expected to determined the accounting acquirer in the Business Combination. The ultimate determination of the accounting acquirer is a qualitative and quantitative assessment that requires careful consideration, of which the final determination will occur after the consummation of the Business Combination. However, ParentCo is expected to be determined the accounting acquirer based on evaluation of the following predominate factors:

•        ParentCo (through Intermediate Holdco) will be the sole managing member of Manscaped Holdings, and the managing member has full and complete charge of all affairs of Manscaped Holdings and the existing non-managing members of Manscaped Holdings do not have substantive kick-out or participating rights.

•        No single party will have the ability to nominate a majority of the members of the Board of Directors of the combined entity.

•        No individual legal entity or shareholder controlled Manscaped Holdings pre and post acquisition.

The factors discussed above support the conclusion that ParentCo will acquire a controlling interest in Manscaped Holdings. ParentCo (through Intermediate Holdco) will be the primary beneficiary of Manscaped Holdings, which is a variable interest entity. Therefore, the Business Combination constitutes a change in control and will be accounted for as a business combination in accordance with US GAAP using the acquisition method of accounting. Under the acquisition method of accounting, the purchase price will be allocated to the tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated acquisition-date fair values.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On December 23, 2021, BLTS and Manscaped filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination. At 11:59 PM on January 24, 2022, the 30-day waiting period expired.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. BLTS cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, BLTS cannot assure you as to its result.

None of BLTS nor Manscaped are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Vote Required for Approval

The BCA Proposal may be approved by the affirmative vote of at least a majority of the issued and outstanding shares of BLTS Common Stock. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting.

The BCA Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the BCA Proposal will have no effect, even if approved by holders of Common Stock.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, that the Company’s entry into the BCA, dated as of November 22, 2021 (the “BCA”), by and among BLTS, Bright Lights Parent Corp., a Delaware corporation (“ParentCo”), Mower Intermediate Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of BLTS (“Intermediate Holdco”), Mower Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of ParentCo (“Merger Sub Corp”), Mower Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intermediate Holdco (“Merger Sub LLC”), and Manscaped Holdings, LLC, a Delaware limited liability company (“Manscaped”) (a copy of which is attached to the proxy statement/prospectus as Annex A), be approved, ratified and confirmed in all respects.”

Recommendation of BLTS’s Board of Directors

THE BLTS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE BLTS STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BCA PROPOSAL.

The existence of financial and personal interests of one or more of BLTS’s directors may result in a conflict of interest on the part of such director (s) between what he, she or they may believe is in the best interests of BLTS and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, BLTS’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “BCA Proposal — Interests of BLTS’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.