Act II Global Acquisition Corp.

This is a cash exit rather than another financing: at $4.875 per share holders receive a fixed amount and the company becomes a wholly owned subsidiary of Parent, ending its life as a listed former SPAC. The vote is unusually easy to lose — because adoption requires the affirmative vote of the outstanding shares, failing to vote has the same effect as voting against the merger, so abstention risks the deal. Each record holder as of July 5, 2024 has one vote per share.

There is a majority-of-the-minority protection here that most going-private SPAC successors do not carry: adoption requires both a majority in voting power of the outstanding common stock and at least sixty-six and two-thirds percent of the outstanding stock held by Unaffiliated Stockholders — holders unconnected to Parent. The filing states $4.875 is approximately a 56% premium to the unaffected closing price on June 23, 2023, the last full trading day before Sababa's initial $4.00 per share bid. A Special Committee of three disinterested directors ran the process.

Warrant holders are being paid to accept a halving: each warrant currently exercisable for one Class A share at $11.50 becomes exercisable for one-half a share at $5.75 per half share, and each holder receives a cash payment of $0.75 per warrant — except the private placement holders, who have waived it. The prospectus covers 30,000,000 shares and 15,000,000 warrants issued in the Domestication plus 7,500,000 shares underlying the warrants. Nasdaq listing of the Sellers' shares is a condition only to the Sellers' obligation to close, and is waivable.

The warrant terms are spelled out at this version: after the Warrant Amendment each warrant entitles the holder to purchase one-half of one share at $5.75 per half share, $11.50 per whole share, subject to adjustment. That is why public warrant holders are convened in a meeting of their own — the amendment changes what they own and needs their consent, separately from the shareholder vote on the combination. All 30,000,000 registered shares are IPO shares converting in the Domestication rather than newly issued deal consideration.

The registered shares are not new deal paper: all 30,000,000 are the Class A ordinary shares Act II sold in its IPO, converting by operation of law in the Domestication, which is why the price used is $10.18 — the February 10, 2020 Nasdaq high-low average — rather than a negotiated value. The change that does hit holders is the Warrant Amendment: at closing each warrant to acquire one Act II ordinary share becomes a warrant to acquire one-half of one Whole Earth Brands share at one-half the price, the same price per whole share.

The Warrant Amendment is the term a warrant holder must read: at the closing each warrant to acquire one Act II ordinary share becomes a warrant to acquire one-half of one Whole Earth Brands share, at one-half the price and on the same terms — the same price per whole share, but half the exposure per warrant. That is why 15,000,000 warrants support only 7,500,000 shares in the table. The registered shares are Act II's own IPO stock converting by operation of law in the Domestication rather than consideration issued to a seller.