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
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X0508
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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