0000950170-24-090606.txt : 20240805 0000950170-24-090606.hdr.sgml : 20240805 20240805141003 ACCESSION NUMBER: 0000950170-24-090606 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240805 FILED AS OF DATE: 20240805 DATE AS OF CHANGE: 20240805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRANKLIN MARTIN E CENTRAL INDEX KEY: 0000940603 ORGANIZATION NAME: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38880 FILM NUMBER: 241174218 MAIL ADDRESS: STREET 1: C/O MARIPOSA CAPITAL, LLC STREET 2: 5200 BLUE LAGOON DRIVE, SUITE 855 CITY: MIAMI STATE: FL ZIP: 33126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sababa Holdings Free LLC CENTRAL INDEX KEY: 0001931342 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38880 FILM NUMBER: 241174219 BUSINESS ADDRESS: STREET 1: C/O MARIPOSA CAPITAL STREET 2: 500 SOUTH POINTE DRIVE STE 240 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 786-482-6320 MAIL ADDRESS: STREET 1: C/O MARIPOSA CAPITAL STREET 2: 500 SOUTH POINTE DRIVE STE 240 CITY: MIAMI BEACH STATE: FL ZIP: 33139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Whole Earth Brands, Inc. CENTRAL INDEX KEY: 0001753706 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 S. WACKER DRIVE STREET 2: SUITE 1250 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312.8403005 MAIL ADDRESS: STREET 1: 125 S. WACKER DRIVE STREET 2: SUITE 1250 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: Act II Global Acquisition Corp. DATE OF NAME CHANGE: 20190321 FORMER COMPANY: FORMER CONFORMED NAME: ELLENOFF GROSSMAN & SCHOLE DATE OF NAME CHANGE: 20190321 FORMER COMPANY: FORMER CONFORMED NAME: Act II Global Acquisition Corp. DATE OF NAME CHANGE: 20180920 4 1 ownership.xml 4 X0508 4 2024-08-05 true 0001753706 Whole Earth Brands, Inc. FREE 0001931342 Sababa Holdings Free LLC C/O MARIPOSA CAPITAL 500 SOUTH POINTE DRIVE, SUITE 240 MIAMI BEACH FL 33139 false false true false 0000940603 FRANKLIN MARTIN E C/O MARIPOSA CAPITAL 500 SOUTH POINTE DRIVE, SUITE 240 MIAMI BEACH FL 33139 false false true false false Common Stock 2024-08-05 4 J false 8905223 A 0 D On August 5, 2024 (the "Effective Time"), Sweet Oak Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub") merged with and into the Issuer (the "Merger"), pursuant to an Agreement of Merger, dated February 12, 2024, by and among Sweet Oak Parent LLC (f/k/a Ozark Holdings, LLC), a Delaware limited liability company ("Parent") and Merger Sub, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger Agreement"). Sir Marin E. Franklin ("Sir Martin") is the controlling member of Sababa Partners II LLC, the entity which indirectly has a controlling interest in Parent ("Sababa II"). (Continued from footnote 1) At the Effective Time, the 8,905,223 shares of Common Stock (the "Shares") held by Sababa Holdings FREE LLC ("Sababa") were automatically contributed by Sababa to Sababa II and immediately thereafter, the Shares then held by Sababa II were automatically contributed to Sweet Oak Holdings LP, a Delaware limited partnership and a wholly owned subsidiary of Sababa II ("Sweet Oak Holdings") (in consideration of the issuance by Sweet Oak Holdings of partnership interests therein to Sababa II). The Shares held by Sweet Oak Holdings were then immediately contributed to certain wholly-owned subsidiaries of Sweet Oak Holdings and were then cancelled and ceased to exist pursuant to the Merger Agreement, for no consideration. Prior to the consummation of the Merger, Sababa was the direct beneficial owner of the 8,905,223 shares of Common Stock. Sir Martin is the trustee, settlor and sole beneficiary of the Martin E. Franklin Revocable Trust (the "Franklin Trust") and the manager of Sababa. The Franklin Trust is the sole member of Sababa. Sir Martin is the controlling member of Sababa II. Consequently, Sir Martin and the Franklin Trust may be deemed the beneficial owners of the Shares held by Sababa. Each of Sir Martin and the Franklin Trust expressly disclaim beneficial ownership of any shares not held directly, except to the extent of his or its pecuniary interest. /s/ Sir Martin E. Franklin, Manager 2024-08-05