Item 1. | Security and Issuer. |
This Amendment No.2 (the Amendment No. 2) is being jointly filed by Sir Martin E. Franklin (Franklin), the Martin E. FranklinRevocable Trust (the Franklin Trust) and Sababa Holdings FREE LLC (Sababa, and together with Franklin and the Franklin Trust, collectively referred to as the Reporting Persons) to amend the Statement on Schedule13D, initially filed with the Securities and Exchange Commission on March 16, 2023 (the Initial Filing) with respect to the common stock, par value $0.0001 per share (the Common Stock) of Whole Earth Brands, Inc., aDelaware corporation (the Issuer), as amended by Amendment No. 1 filed on June 21, 2023 (Amendment No. 1 and together with the Initial Filing, the Statement). The principal executive offices of theIssuer are located at 125 S. Wacker Drive, Suite 1250, Chicago, Illinois 60606. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this AmendmentNo. 2 shall have the meanings set forth in the Statement.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended and supplemented as follows:
On June 25, 2023, Franklin delivered a non-binding proposal to Mr. Irwin Simon, theExecutive Chairman of the board of directors (the Board) of the Issuer, pursuant to which Sababa or one of its affiliates, would be willing to enter into a transaction to acquire the Issuer and combine it with Royal Oak Enterprises, LLC(Royal Oak), for which Franklin serves as Executive Chairman, for cash consideration of $4.00 per share (the Proposal).
The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule13D, including without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock of the Issuer and other material changes to theIssuers business or corporate structure.
No assurances can be given that a definitive agreement will be reached or that thetransaction contemplated by the Proposal will be consummated. Notwithstanding anything contained herein, the Reporting Persons reserve the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulateother plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.
The Reporting Persons do not intend to update additional disclosures regarding the Proposal until a definitive agreement has been reached, orunless disclosure is otherwise required under applicable U.S. securities laws. The Reporting Persons intend to engage in discussions with the Issuer regarding the terms of the Proposal. The Reporting Persons may change the terms of the Proposal,determine to accelerate or terminate discussions with the Issuer with respect to the Proposal, withdraw the Proposal, take any action to facilitate or increase the likelihood of consummation of the Proposal, or change their intentions with respectto any such
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