0001104659-23-072216.txt : 20230616 0001104659-23-072216.hdr.sgml : 20230616 20230616160518 ACCESSION NUMBER: 0001104659-23-072216 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230608 FILED AS OF DATE: 20230616 DATE AS OF CHANGE: 20230616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOSS MICHAEL F CENTRAL INDEX KEY: 0001213399 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38880 FILM NUMBER: 231020954 MAIL ADDRESS: STREET 1: BAIN CAPITAL PARTNERS LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Whole Earth Brands, Inc. CENTRAL INDEX KEY: 0001753706 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] 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 3 1 tm2318967-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-06-08 1 0001753706 Whole Earth Brands, Inc. FREE 0001213399 GOSS MICHAEL F C/O WHOLE EARTH BRANDS, INC. 125 S. WACKER DRIVE, SUITE 1250 CHICAGO IL 60606 1 0 0 0 Exhibit 24.1 Power of Attorney /s/ Michael F. Goss, by Ira W. Schlussel, as Attorney-in-Fact 2023-06-16 EX-24.1 2 tm2318967d1_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Ira W. Schlussel and/or Patrick Carey, and each of them, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

	(1)	with respect to the equity securities of Whole Earth Brands, Inc., a Delaware corporation (the "*Company"), prepare, execute, acknowledge, deliver and file with the United States Securities and Exchange Commission (the “SEC”), any national securities exchanges and the Company, (i) a Form ID, and any amendments thereto, Update Passphrase Confirmation, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC, and (ii) any and all reports (including Forms 3, 4, and 5) and any amendments thereto, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act*");
	(2)	seek or obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
	(3)	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

	(1)	this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information;
	(2)	any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
	(3)	neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of Section 16 of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
	(4)	this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 16 of the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact, and each of them, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and re-substitution, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports (including Forms 3, 4 and 5) under Section 16 of the Exchange Act with respect to the undersigned’s transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

[Signature page follows.]

In Witness Whereof, the undersigned has caused this Power of Attorney to be executed as of this 12th day of June, 2023.

	/s/ Michael F. Goss
	Michael F. Goss

[Signature page to Section 16 Limited Power of Attorney]