Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed under
Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The warrants
that may be issued pursuant to the Working Capital Loan will not be registered under the Securities Act of 1933, as amended (the “Securities
Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the
Securities Act. Each warrant will entitle the holder thereof to purchase one share of Class A common stock of BLTS at an exercise price
of $11.50 per share, subject to certain adjustments. The warrants shall be identical to the warrants issued to the Sponsor pursuant to
the Private Placement Warrants Purchase Agreement, dated as of January 6, 2021, by and between BLTS and the Sponsor, in connection with
BLTS’s initial public offering that was consummated on January 11, 2021. Such warrants are exercisable on the later of (i) 30 days
after the completion of BLTS’s initial business combination and (ii) 12 months from the closing of BLTS’s initial public offering,
subject to certain conditions and exceptions. Such warrants are identical to the warrants included in the units sold 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 BLTS; (2) they (including the shares issuable upon exercise of such 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 such warrants) are entitled to registration rights. Such warrants expire at 5:00 p.m., New York City
time, five years after the completion of BLTS’s initial business combination, or earlier upon redemption or liquidation.
Important Information and Where to Find It
This Current Report on Form
8-K relates to a proposed transaction between BLTS and Manscaped. This Current Report on Form 8-K does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the transaction described herein, BLTS and Bright Lights Parent Corp. (“ParentCo”) have filed and intend
to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a registration statement
on Form S-4 that was filed with the SEC on January 10, 2022, which includes BLTS’s proxy statement and ParentCo’s prospectus.
The proxy statement/prospectus will be sent to all BLTS stockholders. BLTS also will file other documents regarding the proposed transaction
with the SEC. Before making any voting or investment decision, investors and security holders of BLTS are urged to read the registration
statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with
the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders
will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with
the SEC by BLTS through the website maintained by the SEC at www.sec.gov or by directing a request to BLTS to 12100 Wilshire Blvd
Suite 1150, Los Angeles, CA 90025, or via email at info@brightlightsacquisition.com or at (310) 421-1472.
Participants in the Solicitation
BLTS and Manscaped and their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from BLTS’s stockholders
in connection with the proposed transaction. Information about BLTS’s directors and executive officers and their ownership of BLTS’s
securities is set forth in BLTS’s filings with the SEC. Additional information regarding the interests of those persons and other
persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding
the proposed transaction. You may obtain free copies of these documents as described in the preceding paragraph.
Non-Solicitation
This Current Report on Form
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ParentCo, BLTS
or Manscaped, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
Certain statements included
in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of the federal securities
laws, including safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements
are sometimes accompanied by words such as “believe,” “continue,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“predict,” “plan,” “may,” “should,” “will,” “would,” “potential,”
“seem,” “seek,” “outlook” and similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. Forward-looking statements are predictions, projections and other statements about future
events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These statements
are based on various assumptions, whether or not identified in this Current Report on Form 8-K. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of ParentCo, BLTS and Manscaped. Many factors
could cause actual future events to differ from the forward-looking statements in this Current Report on Form 8-K, including but not limited
to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of BLTS’s
securities, (ii) the risk that the transaction may not be completed by BLTS’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if sought by BLTS, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the approval by the stockholders of BLTS, the satisfaction of the minimum trust account amount following
any redemptions by BLTS’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the inability
to complete the PIPE investments, (v) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement, dated as of November 22, 2021, by and among BLTS, ParentCo, Mower Intermediate Holdings, Inc.,
a Delaware corporation and a direct wholly owned subsidiary of BLTS, Mower Merger Sub Corp., a Delaware corporation and a direct wholly
owned subsidiary of BLTS, Mower Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Mower
Intermediate Holdings, Inc., and Manscaped (the “BCA”), (vi) the effect of the announcement or pendency of the transaction
on Manscaped’s business relationships, operating results, and business generally, (vii) risks that the transaction disrupts current
plans and operations of Manscaped and potential difficulties in Manscaped employee retention as a result of the transaction, (viii) the
outcome of any legal proceedings that may be instituted against Manscaped or against ParentCo or BLTS related to the BCA or the transaction,
(ix) the ability to maintain the listing of BLTS securities on the Nasdaq Stock Market or New York Stock Exchange, (x) volatility in the
price of BLTS’s securities, (xi) changes in competitive and regulated industries in which Manscaped operates, variations in operating
performance across competitors, changes in laws and regulations affecting Manscaped’s business and changes in the combined capital
structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and
identify and realize additional opportunities, (xiii) the potential inability of Manscaped to increase its production capacity or to achieve
efficiencies regarding its production process or other costs, (xiv) the enforceability of Manscaped’s intellectual property, including
its patents and trademarks and the potential infringement on the intellectual property rights of others, (xv) the risk of downturns and
a changing regulatory landscape in the highly competitive industry in which Manscaped operates, and (xvi) costs related to the transaction
and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions,
including with respect to estimated stockholder redemptions. These risks and uncertainties may be amplified by the COVID-19 pandemic,
which has caused significant economic uncertainty. The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of BLTS’s Quarterly
Reports on Form 10-Q, the registration statement that includes a proxy statement/prospectus on Form S-4 that ParentCo and BLTS have filed
with the SEC and other documents filed by ParentCo and BLTS from time to time with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Manscaped, ParentCo and BLTS assume no obligation and do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. None of Manscaped, BLTS or ParentCo gives any assurance that any
of them will achieve its expectations.
