Statement of Ownership (sc 13g)
February 16 2021 - 8:29AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Whole
Earth Brands, Inc.
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(Name of Issuer)
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Common
Stock, $0.0001 par value per share
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(Title of Class of Securities)
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96684W100
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(CUSIP Number)
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December 31,
2020
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 8 Pages)
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes)
CUSIP
No. 96684W100
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13G
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Page 2
of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Rubric Capital
Management LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR PLACE
OF ORGANIZATION
State of Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,600,000
shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,600,000
shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,600,000
shares of Common Stock
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.77%
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12
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TYPE OF REPORTING PERSON
PN, IA
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CUSIP
No. 96684W100
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13G
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Page 3
of 8 Pages
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1
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NAMES OF REPORTING PERSONS
David Rosen
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR PLACE
OF ORGANIZATION
United States
of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,600,000
shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,600,000
shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,600,000
shares of Common Stock
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.77%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP
No. 96684W100
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13G
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Page 4
of 8 Pages
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Item
1(a).
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NAME
OF ISSUER:
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The
name of the issuer is Whole Earth Brands, Inc. (the "Issuer").
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Item
1(b).
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ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The
Issuer's principal executive offices are located at 125 S. Wacker Drive, Suite 3150,
Chicago, Illinois 60606.
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Item
2(a).
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NAME
OF PERSON FILING:
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This
statement is filed by:
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(i)
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Rubric
Capital Management LP ("Rubric Capital"), the investment adviser to certain
investment funds and/or accounts (collectively, the "Rubric Funds") that hold the shares of Common Stock
(as defined in Item 2(d) below) reported herein; and
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(ii)
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David
Rosen ("Mr. Rosen"), Managing Member of Rubric Capital Management
GP LLC, the general partner of Rubric Capital.
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The
foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
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The
filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person
is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
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Item
2(b).
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ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The
address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York,
NY 10017.
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Item
2(c).
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CITIZENSHIP:
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Rubric
Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United
States of America.
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Item
2(d).
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TITLE
OF CLASS OF SECURITIES:
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Common
stock, $0.0001 par value per share (the "Common Stock").
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Item
2(e).
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CUSIP
NUMBER:
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96684W100
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CUSIP
No. 96684W100
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13G
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Page 5
of 8 Pages
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Item
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker
or dealer registered under Section 15 of the Act,
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(b)
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Bank
as defined in Section 3(a)(6) of the Act,
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(c)
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Insurance
Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment
Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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x
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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Employee
Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
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(g)
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x
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Parent
Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
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(h)
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Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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(i)
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A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
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(j)
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A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
______________________________________
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Item
4.
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OWNERSHIP.
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The information required
by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and
is incorporated herein by reference.
The
percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based on the 38,426,669
shares of Common Stock outstanding as of November 13, 2020, as reported in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the Securities
and Exchange Commission on November 16, 2020.
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Item
5.
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS.
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Not
applicable.
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Item
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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See
Item 2.
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Item
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not
applicable.
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CUSIP
No. 96684W100
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13G
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Page 6
of 8 Pages
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item
9.
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NOTICE
OF DISSOLUTION OF GROUP.
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Not
applicable.
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Each
of the Reporting Persons hereby makes the following certification:
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By
signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP
No. 96684W100
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13G
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Page 7
of 8 Pages
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SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
DATED: February 12, 2021
RUBRIC
CAPITAL MANAGEMENT LP
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By:
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/s/ Michael Nachmani
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Name:
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Michael Nachmani
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Title:
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Chief Operating Officer
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/s/ David Rosen
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DAVID ROSEN
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CUSIP
No. 96684W100
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13G
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Page 8
of 8 Pages
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EXHIBIT 1
JOINT
ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein,
but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent
that he or it knows or has reason to believe that such information is inaccurate.
DATED: February 12, 2021
RUBRIC
CAPITAL MANAGEMENT LP
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By:
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/s/ Michael Nachmani
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Name:
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Michael Nachmani
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Title:
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Chief Operating Officer
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/s/ David Rosen
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DAVID ROSEN
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