Current Report Filing (8-k)
01 September 2022 - 06:31AM
Edgar (US Regulatory)
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2022-08-25 0001753706 us-gaap:WarrantMember 2022-08-25 2022-08-25
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 25, 2022
Whole Earth Brands, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-38880 |
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38-4101973 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
125 S. Wacker Drive
Suite 1250
Chicago,
IL
60606
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (312)
840-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
|
¨ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
Common stock, par value $0.0001 per share |
|
FREE |
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The NASDAQ Stock Market LLC |
Warrants to purchase one-half of one share of common
stock |
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FREEW |
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The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company
x
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Item 5.02 |
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers |
(d) Election of Director
On August 25, 2022, the Board appointed Michael Franklin to serve
as a member of the Board. Mr. Franklin has not been appointed to
any committees of the Board.
Mr. Franklin is currently a Partner at Mariposa Capital LLC
(“Mariposa”), a Miami-based family investment firm focused on
long-term value creation across various industries, including CPG.
In his role at Mariposa, Mr. Franklin actively supports operational
improvements and M&A execution. Michael serves as a board
member of Royal Oak Enterprises LLC and Curio Brands Holdings LLC.
Prior to joining Mariposa, Mr. Franklin served as a private
investor at Viking Global Investors LP. He started his career in
investment banking at Centerview Partners LLC. Mr. Franklin holds a
Bachelor of Science degree in Economics from the University of
Pennsylvania’s Wharton School of Business.
Mr. Franklin is the son of Sir Martin E. Franklin. Sir Martin E.
Franklin is the trustee, settlor and sole beneficiary of the Martin
E. Franklin Revocable Trust (the “Franklin Trust”) and the manager
of Sababa Holdings FREE LLC (“Sababa”). The Franklin Trust is the
sole member of Sababa. As disclosed in that Schedule 13G/A filed
with the Securities and Exchange Commission (“SEC”) on May 18, 2022
and that Form 3 filed by Sababa with the SEC on May 27, 2022,
Sababa is the owner of 5,766,300 shares of the common stock, par
value $0.0001 per share, of the Company (the “Franklin Shares”)
(which shares represent 13.76% of the outstanding common stock of
the Company). Sir Martin E. Franklin has the sole voting and
disposition power with respect to the Franklin Shares. Sir Martin E
Franklin does not control or influence Mr. Franklin and Sir Martin
E Franklin is not controlled or influenced by Mr. Franklin. Mr.
Franklin holds a profits interest in Sababa. Mr. Franklin disclaims
beneficial ownership of the Franklin Shares.
There are no arrangements or understandings between Mr. Franklin
and any other person, in each case, pursuant to which Mr. Franklin
was appointed to serve on the Board. There are no family
relationships between Mr. Franklin and any other director or
executive officer of the Company and there have been no
transactions between Mr. Franklin and the Company in the last
fiscal year, and none are currently proposed, that would require
disclosure under Item 404(a) of Regulation S-K.
Mr. Franklin will receive the standard compensation available to
the Company’s current non-employee directors, which is discussed in
the Company’s Proxy Statement filed with the SEC on April 26, 2022.
In accordance with the Company’s customary practice, the Company
will enter into its standard form of indemnification agreement with
Mr. Franklin, which agreement was previously filed as Exhibit 10.11
to the Form S-4/A filed by Act II Global Acquisition Corp. (the
Company’s predecessor) filed with the SEC on April 10, 2020.
A copy of the press release announcing Mr. Franklin’s appointment
is furnished herewith as Exhibit 99.1
Item 9.01 |
Financial
Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
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Whole
Earth Brands, Inc. |
|
|
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Date:
August 31, 2022 |
By: |
/s/
Ira W. Schlussel |
|
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Ira
W. Schlussel |
|
|
Vice-President
and Chief Legal Officer |
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