Beauty Health Co

Please carefully consider the information set forth in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K, as well as additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our Class A Common Stock. As of the date of this Quarterly Report on Form 10-Q, there have been no material updates or changes with respect to the risk factors previously disclosed in our Annual Report on Form 10-K, other than as set forth below, which should be read in conjunction with the risks described in our Annual Report on Form 10-K.

The terms of our 2028 Notes contains certain restrictive covenants which may restrict our current and future operations.

The 2028 Indenture governing the 2028 Notes contains certain restrictive covenants including, but not limited to, restricting our ability to raise additional capital through debt financing, certain transactions involving the assets of guarantors, limitations on certain transaction types, including but not limited to, the ability to incur certain indebtedness, liens, investments and restricted payments, mergers, acquisitions, and dividends and/or repurchases of the Company’s Class A Common Stock. These covenants may restrict our current and future operations, particularly our ability to respond to certain changes in our business or industry, or take future actions. Furthermore, a failure to satisfy these covenants would constitute an event of default under the 2028 Notes.