| COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND
CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered
into on January 6, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion
of the Convertible Promissory Note (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants
and warrants that may be issued upon conversion of Convertible Promissory Note and upon conversion of the Founder Shares) will have registration
rights to require the Company to register a sale of any of our securities held by them. The holders of these securities are entitled to
make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain
“piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business
Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from
delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any
such registration statements. Business Combination Agreement On November 22, 2021, the Company entered into
a Business Combination Agreement (the “BCA”), by and among the Company, Bright Lights Parent Corp., a Delaware corporation
and a direct wholly owned subsidiary of the Company (“ParentCo”), Mower Intermediate Holdings, Inc., a Delaware corporation
and a direct wholly owned subsidiary of the Company (“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 direct wholly owned subsidiary of Intermediate Holdco (“Merger Sub LLC”), and Manscaped, LLC, a Delaware limited
liability company (“Manscaped”). Pursuant to the Business Combination Agreement,
subject to the terms and conditions set forth therein, among others: (i) the Company and ParentCo will enter into a merger transaction
pursuant to which the Company will merge with and into ParentCo (the “ParentCo Merger”), pursuant to which the separate corporate
existence of the Company 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) 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 (iv) 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,
Inc. As a result of and upon the effective time of
the ParentCo Merger (the “Effective Time”), (1) each then issued and outstanding share of Class A common stock, par value
$0.0001 per share, of the Company (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 then issued and outstanding share of Class B common stock, par value $0.0001 per share, of the Company (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 BLTSW (each, a “BLTS Warrant”) will convert automatically into a redeemable
warrant to acquire one share of ParentCo Class A Common Stock (each, a “ParentCo Warrant”) pursuant to the Assignment, Assumption
and Amendment Agreement between the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant
agent (the “Warrant Amendment”), and (4) each of the then issued and outstanding units of the Company 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. Prior to the completion of the Business Combination,
(i) 100% of the capital stock of Manscaped, Inc. will be distributed to the equity holders of Manscaped, pro rata in accordance with
their respective interests in Manscaped, and (ii) each of the outstanding limited liability company units of Manscaped (“LLC Units”)
(other than Incentive Units) will be recapitalized into a single class of limited liability company units, in each case in accordance
with the terms and conditions of the Restructuring Agreement (as defined in the Business Combination Agreement). 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 38,270,000 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 parties to the BCA entered
into the First Amendment to Business Combination Agreement (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 certain transactions where all or
substantially all the holders of 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. 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. 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 filed in connection with the parties’ business combination is
not effective by February 15, 2022, Manscaped shall act in good faith to deliver to the Company its audited financial statements as of
and for the years ended December 31, 2021, as soon as reasonably practicable following such date. Subscription Agreements In connection with the execution of the Business
Combination Agreement, the Company and ParentCo entered into Subscription Agreements (the “Subscription Agreements”) with
certain investors including affiliates and related parties of the Company’s sponsor, Bright Lights Sponsor LLC (the “Sponsor”)
(each, a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, approximately 8,245,873
shares of ParentCo’s Class A Common Stock at $9.20 per share for an aggregate commitment amount of approximately $75 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 Class A Common Stock acquired after the date of the Subscription Agreement and not redeemed,
shares of 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 each Subscription Agreement is conditioned upon, among other things, the substantially concurrent
Closing. The Subscription Agreements provide that ParentCo
is required to file with the SEC, within 30 calendar days after the Closing Date, a shelf registration statement covering the resale
of all shares acquired by the PIPE Investors pursuant to the Subscription Agreements which are eligible for registration (determined
two business days prior to such submission or filing) 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
ParentCo that it will “review” such registration statement and (ii) the fifth business day after the date ParentCo 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 and all right, title and interest, or any claims of any kind that they have, or may have in the
future, in or to any monies held in the trust account established in connection with the Company’s initial public offering, and
agreed not to seek recourse against such trust account as a result of, or arising out of, the Subscription Agreements. The Subscription Agreements will terminate and
be void and of no further force and effect, upon the earlier to occur of (i) such date and time as the Business Combination Agreement
is terminated in accordance with its terms, (ii) upon the mutual written agreement of the Company and the applicable PIPE Investor, (iii)
if the conditions to Closing (as defined in the Subscription Agreements) set forth in the Subscription Agreements are not satisfied or
are not capable of being, 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) if the Closing has not
occurred by June 22, 2022. Manscaped Equityholders Support Agreement In connection with the execution of the Business
Combination Agreement, the Company entered into a support agreement with Manscaped and certain equityholders of Manscaped (the “Manscaped
Unitholders” and, such agreement, the “Manscaped Equityholders Support Agreement”). Pursuant to the Manscaped Equityholders
Support Agreement, Manscaped Unitholders agreed to, among others, 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 Manscaped Equityholders Support Agreement, the BCA or any other ancillary agreements
in connection with the Business Combination, or result in a breach of any covenant, representation, warranty or any other obligation or
agreement under the Business Combination. Pursuant to the Manscaped Equityholders Support
Agreement, Manscaped Unitholders also agreed, among others, (a) to approve and adopt the Business Combination Agreement 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 Manscaped’s limited liability company agreement (as amended, the “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 to any such other circumstances where a consent or approval
is required under Manscaped’s governing documents or Manscaped’s financing agreements or otherwise sought with respect to
the Business Combination Agreement 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 the Manscaped Equityholders Support Agreement) and (b) as to each Company Stockholder (as defined in the Manscaped Equityholders Support
Agreement), the written agreement of the Company, Manscaped and such Company Stockholder. Upon such termination of the Manscaped Equityholders
Support Agreement, all obligations of the parties under the 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 thereby, 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 Manscaped Equityholders Support
Agreement will not relieve any party thereto from liability arising in respect of any breach of the Manscaped Equityholders Support Agreement
prior to such termination. Sponsor Support Agreement In connection with the execution of the Business
Combination Agreement, the Company, Sponsor, Manscaped and certain individuals set forth on Schedule I thereto entered into a Sponsor
Support Agreement (the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor and each director
and officer of the Company agreed to, among others, vote to adopt and approve the Business Combination Agreement 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, the Sponsor also agreed
that, 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 the Company all of its 5,630,000 outstanding shares of BLTS
Class B Common Stock, and in exchange, the Company 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 (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. 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 the Company and (c) the written agreement of the Company, 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 thereby, 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. First Amendment to Sponsor Support Agreement As previously announced, in connection with the
execution of the Business Combination Agreement, the Company, Sponsor, Manscaped and certain individuals set forth on Schedule I thereto
entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”). On January 10, 2022, the parties to the Sponsor
Support Agreement entered into the First Amendment to Sponsor Support Agreement (the “SSA Amendment”). Pursuant to the SSA
Amendment, the definition of “Earnout Strategic Transaction Price,” which is the price used to determine whether the shares
owned by the Sponsor that, as part of the transactions contemplated by the BCA, as amended, are to be subjected to potential forfeiture
to ParentCo for no consideration until the occurrence of certain earnout vesting conditions (such shares, the “Sponsor Earnout
Shares”), will vest in connection with certain transactions, was amended such that the Sponsor Earnout Shares to be issued are
to be taken into account when determining the Earnout Strategic Transaction Price. Warrant Amendment Concurrently with the execution of the Business
Combination Agreement, the Company, ParentCo and Continental executed the Warrant Amendment, to be effective upon closing, pursuant to
which the Warrant Agreement, dated as of January 6, 2021, by and between the Company and Continental (the “Warrant Agreement”),
which, among other things, the Company will agree to assign all of its right, title and interest in the Warrant Agreement to ParentCo. Underwriting Agreement The underwriters are entitled to a deferred fee
of $0.35 per Unit, up to $7,568,750 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in
the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Vendor Agreements On June 24, 2021, the Company entered into an
agreement with a vendor for transaction services related to the Business Combination. On August 5, 2021, the Company entered into an additional
agreement with the same vendor for PIPE services relating to the Business Combination. At the closing of the Business Combination, this
vendor shall receive a cash transaction fee of approximately $7,500,000, which shall be inclusive of both agreements. These fees will
only become due and payable upon the consummation of a Business Combination. On September 17, 2021, the Company entered into
an agreement with a vendor for investment banking services related to the pending Business Combination. Specifically, the agreement relates
to assisting in raising the funds as part of the PIPE financing. The agreement calls for the vendor to receive a capital markets advisory
fee of $1,500,000 and a portion of the placement fee that equals 4% of the gross proceeds of securities sold in the PIPE placement. These
fees will only become due and payable upon the consummation of an initial business combination. Upon the consummation of the Business Combination,
the Company will extend its directors and officers insurance policy for a fee of approximately $2,500,000. Upon the closing of the Business Combination,
the Company expects to pay approximately $100,000 for fees related to printer and proxy related services. |
