424B3 1 tm2016133-3_424b3.htm 424B3 tm2016133-3_424b3 - none - 62.326612s
 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-236459
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
AND
SPECIAL MEETING OF PUBLIC WARRANT HOLDERS
OF
ACT II GLOBAL ACQUISITION CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR
30,000,000 SHARES OF COMMON STOCK (INCLUDING SHARES INCLUDED IN THE UNITS) AND
15,000,000 REDEEMABLE WARRANTS (INCLUDING WARRANTS INCLUDED IN THE UNITS)
OF
ACT II GLOBAL ACQUISITION CORP.
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE),
THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “WHOLE EARTH BRANDS, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN
The board of directors of Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II” and, after the Domestication as described below, “Whole Earth Brands, Inc.”), has unanimously approved (1) the domestication of Act II as a Delaware corporation (the “Domestication”); (2) the purchase of all of the outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland GmbH (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, and their respective direct and indirect subsidiaries, “Merisant and MAFCO”), pursuant to the terms of the purchase agreement, dated as of December 19, 2019 and as amended on February 12, 2020 and May 8, 2020, by and among Act II and Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”) and Mafco Foreign Holdings, Inc. (together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”), and, for the purposes of Amendment No. 2 to the Purchase Agreement, Project Taste Intermediate LLC, attached to this proxy statement/prospectus as Annexes A-1, A-2 and A-3 (the “Purchase Agreement” and the transactions contemplated therein, the “Business Combination”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Purchase Agreement and documents related thereto. In connection with the Business Combination, Act II will change its name to “Whole Earth Brands, Inc.” As used in this proxy statement/prospectus, “Whole Earth Brands, Inc.” refers to Act II after the Domestication, including after such change of name.
As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding unit of Act II will automatically separate into one Class A ordinary share, par value $0.0001 per share, of Act II (each, an “Act II Class A Share”) and one-half of one redeemable warrant of Act II (each whole redeemable warrant, an “Act II warrant”), (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of Act II (each, an “Act II Class B Share”) will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Whole Earth Brands, Inc. (each, a “share of Whole Earth Brands, Inc. common stock”), (3) each then issued and outstanding Act II Class A Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock and (4) each then issued and outstanding Act II warrant will convert automatically into a redeemable warrant to acquire one share of Whole Earth Brands, Inc. common stock (each whole redeemable warrant, a “Whole Earth Brands, Inc. warrant”). In addition, immediately prior to the consummation of the Business Combination, each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of $11.50 per share, will become exercisable for one-half of one share at an exercise price of $5.75 per one-half share ($11.50 per whole share), and each holder of a warrant will receive, for each such warrant, a cash payment of $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment) (the “Warrant Amendment”). Accordingly, this proxy statement/prospectus covers (1) 30,000,000 shares of Whole Earth Brands, Inc. common stock to be issued in the Domestication, (2) 15,000,000 Whole Earth Brands, Inc. warrants to be issued in the Domestication, and (3) the 7,500,000 shares of Whole Earth Brands, Inc. common stock issuable upon exercise of the warrants (after giving effect to the Warrant Amendment).
The Act II units, Act II Class A Shares and Act II warrants are currently listed on The Nasdaq Stock Market (“Nasdaq”) under the symbols “ACTTU,” “ACTT” and “ACTTW,” respectively. As described above, the units will separate into their component shares and warrants so that the units will no longer trade separately under “ACTTU.” Act II will apply for listing, to be effective at the time of the Business Combination, of Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. warrants on Nasdaq under the proposed symbols FREE and FREE. W, respectively. Solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq, but there can be no assurance such listing conditions will be met or that Act II will obtain such confirmation from Nasdaq. If such listing conditions are not met or if such confirmation is not obtained, the Business Combination described above will not be consummated unless Nasdaq condition set forth in the Purchase Agreement is waived by the applicable parties.
This proxy statement/prospectus provides shareholders and warrant holders of Act II with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of shareholders and special meeting of public warrant holders of Act II. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page  33 of this proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated May 13, 2020, and
is first being mailed to Act II’s shareholders and warrant holders on or about May 15, 2020.

ACT II GLOBAL ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 341523)
745 5th Avenue
New York, New York 10151
Dear Act II Global Acquisition Corp. Shareholders and Warrant Holders:
You are cordially invited to attend the extraordinary general meeting of shareholders (the “Shareholders Meeting”) of Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II” and, after the Domestication, as described below, “Whole Earth Brands, Inc.”) and/or the special meeting of public warrant holders (the “Warrant Holders Meeting”) of Act II to be held at 8:30 a.m. Eastern Time and 8:00 a.m. Eastern Time, respectively, on June 15, 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Only shareholders who held ordinary shares of Act II at the close of business on May 1, 2020 (the “Record Date”) will be entitled to vote at the Shareholders Meeting and at any adjournments and postponements thereof. Only warrant holders who held public warrants of Act II (“Public Warrant Holders”) at the close of business on May 1, 2020 will be entitled to vote at the Warrant Holders Meeting and at any adjournments and postponements thereof.
At the Shareholders Meeting, Act II shareholders will be asked to consider and vote upon a proposal to approve and adopt the purchase agreement, dated as of December 19, 2019 and as amended on February 12, 2020 and May 8, 2020 (the “Purchase Agreement”), by and among Act II, Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”) and Mafco Foreign Holdings, Inc. (together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”), and, for the purposes of Amendment No. 2 to the Purchase Agreement, Project Taste Intermediate LLC, a copy of which is attached to this proxy statement/prospectus statement as Annexes A-1, A-2 and A-3. The Purchase Agreement provides for, among other things, Act II’s (or its designee’s) purchase of all of the outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland GmbH (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, “Merisant and MAFCO”), in accordance with the terms and subject to the conditions of the Purchase Agreement (the transactions contemplated by the Purchase Agreement, the “Business Combination”) as more fully described elsewhere in this proxy statement/prospectus (we refer to this proposal as the “Business Combination Proposal”).
As a condition to the consummation of the Business Combination, the board of directors of Act II has unanimously approved a change of Act II’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). As described in this proxy statement/prospectus, shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Domestication Proposal,” to approve the Domestication. In connection with the consummation of the Business Combination, Act II will change its name to “Whole Earth Brands, Inc.” As used in this proxy statement/prospectus, “Whole Earth Brands, Inc.” refers to Act II after the Domestication, including after such change of name.
As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding unit of Act II will automatically separate into one Class A ordinary share, par value $0.0001 per share, of Act II (each, an “Act II Class A Share”) and one-half of one redeemable warrant of Act II (each whole redeemable warrant, an “Act II warrant”), (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of Act II (each, an “Act II Class B Share”) will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Whole Earth Brands, Inc. (each, a “share of Whole Earth Brands, Inc. common stock”), (3) each then issued and outstanding Act II Class A Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock and (4) each then issued and outstanding Act II warrant will convert automatically into a redeemable warrant to acquire one share of Whole Earth Brands, Inc. common stock

(each whole redeemable warrant, a “Whole Earth Brands, Inc. warrant”). As used herein, “public shares” means the Act II Class A Shares (including those that underlie the Act II units) that were registered pursuant to the Registration Statement on Form S-1 (333-230756) and the shares of Whole Earth Brands, Inc. common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see “Domestication Proposal.”
Shareholders will also be asked to consider and vote upon (1) a proposal to approve material differences between Act II’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of Whole Earth Brands, Inc., which is referred to herein as the “Organizational Documents Proposal,” (2) a proposal to approve for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Whole Earth Brands, Inc. common stock to the Sellers in connection with the Business Combination and any person or entity in connection with any incremental equity issuances, to the extent such issuances would require a shareholder vote under Nasdaq Listing Rule 5635, which is referred to herein as the “Stock Issuance Proposal,” (3) a proposal to approve and adopt the Whole Earth Brands, Inc. 2020 Long-Term Incentive Award Plan, which is referred to as the “Incentive Award Plan Proposal,” and (4) a proposal to approve the adjournment of the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Shareholders Meeting, which is referred to herein as the “Adjournment Proposal.” The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, and the Stock Issuance Proposal, (collectively, the “Condition Precedent Proposals”) are approved at the Shareholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Warrant Amendment Proposal are each conditioned upon the approval of each of the Condition Precedent Proposals. The Adjournment Proposal and Warrant Holders Adjournment Proposal are not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
At the Warrant Holders Meeting, warrant holders of Act II (“Public Warrant Holders”) will be asked to vote on the following proposals, as more fully described in the accompanying proxy statement/prospectus: (i) the Warrant Amendment Proposal and (ii) the Warrant Holders Adjournment Proposal, if presented (collectively, the “Warrant Holder Proposals,” and together with the Shareholder Proposals, the “Proposals”).
Subject to the terms and conditions set forth in the Purchase Agreement, at the closing of the Business Combination (the “Closing”), the Sellers will receive (i) $415,000,000 in cash (the “Base Cash Consideration”) (which, under certain conditions, may be reduced by Act II by up to $20,000,000 immediately prior to Closing in exchange for a dollar-for-dollar increase in the Common Stock Consideration) (as hereafter defined), plus or minus the Adjustment Amount (as defined in the Purchase Agreement) (the “Cash Consideration”), and (ii) that number of shares of Whole Earth Brands, Inc. common stock equal to the higher of (1) 2,500,000 or (2) the quotient of (x) the sum of $25,000,000 plus the amount, if any, by which the Base Cash Consideration is reduced by Act II in accordance with the terms of the Purchase Agreement, divided by (y) the lowest per share price at which Act II Class A Shares sold to any person from and after the date of the Purchase Agreement but prior to, at or in connection with the Closing (the “Common Stock Consideration”).
Immediately following the Closing, Act II Global LLC (the “Sponsor”) will place 2,000,000 shares of Whole Earth Brands, Inc. common stock (which will be converted at Closing from Act II Class B Shares) (the “Escrowed Sponsor Shares”) into an escrow account, which shall be held in escrow by Act II’s transfer agent. The Escrowed Sponsor Shares shall be released to the Sponsor upon the earliest to occur of (i) the volume weighted-average per-share trading price of shares of Whole Earth Brands, Inc. common stock being at or above $20.00 per share for twenty (20) trading days in any thirty (30)-trading day continuous trading period during the Escrow Period, (ii) a Change in Control, and (iii) the expiration of the period between the date of Closing, but on or prior to the fifth (5th) anniversary if Closing (the “Escrow Period”).
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the Closing (the “Closing Date”), including the Investors Agreement, as

defined in this proxy statement/prospectus. For additional information, see “Business Combination Proposal — Related Agreements” in this proxy statement/prospectus.
Pursuant to the Cayman Constitutional Documents, a holder (a “public shareholder”) of public shares, which excludes shares held by the Sponsor, may request that Act II redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Act II’s transfer agent, Whole Earth Brands, Inc. will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of May 4, 2020, this would have amounted to approximately $10.18 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Whole Earth Brands, Inc. common stock that will be redeemed immediately after consummation of the Business Combination. See “Shareholders Meeting and Warrant Holders Meeting of Act II — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Pursuant to the Sponsor Support Agreement, dated as of December 19, 2019 and as amended on February 12, 2020, by and among the Sponsor, Act II and the Sellers, a copy of which is attached to this proxy statement/prospectus as Annexes B-1 and B-2 (the “Sponsor Support Agreement”), the Sponsor agreed, among other things, (i) that immediately following the Closing, the Sponsor will forfeit to Act II (x) 3,000,000 Class B Ordinary Shares and (y) 6,750,000 private placement warrants; and (ii) to certain other covenants and agreements related to the Business Combination, particularly with respect to taking supportive actions to consummate the Business Combination and to appoint two of the Sellers’ nominees to the board of directors of Whole Earth Brands, Inc., to be effective at the Closing. In addition, the Sponsor irrevocably waived its anti-dilution protections under Act II’s Amended and Restated Memorandum and Articles of Association in connection with any new issuances of Act II Class A Shares. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.
On February 12, 2020, Act II entered into Subscription Agreements with certain investors (collectively, the “PIPE Investors”) pursuant to which, among other things, such investors agreed to subscribe for and purchase, and Act II agreed to issue and sell to such investors, 7,500,000 shares of Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. private placement warrants exercisable for 2,631,750 shares of Whole Earth Brands, Inc. common stock for gross proceeds of approximately $75,000,000 (the “Private Placement”). Act II granted certain customary registration rights to the PIPE Investors.
The Closing is subject to customary conditions, including, among others, that (i) the applicable waiting period under the HSR Act has expired or been terminated, (ii) the shareholders of Act II have (A) approved

and adopted the Purchase Agreement and the consummation of the Business Combination; (B) approved, for purposes of complying with applicable listing rules of Nasdaq, of the issuance of equity interests of Whole Earth Brands, Inc. in connection with the consummation of the Business Combination; and (C) approved of the redomestication of Act II to Delaware, (iii) at the Closing, after giving effect to (A) the completion of any redemptions by holders of the Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined in the Cayman Constitutional Documents) in accordance with the Cayman Constitutional Documents; and (B) all available amounts in the trust account established by Act II in connection with the consummation of the Act II IPO, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing and any additional equity financing, equals or exceeds $210,000,000 (the “Minimum Cash Condition”), and (iv) solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq.
The Purchase Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Purchase Agreement would waive any such provision of the Purchase Agreement.
Act II is providing this proxy statement/prospectus and accompanying proxy card to Act II’s shareholders and warrant holders in connection with the solicitation of proxies to be voted at the Shareholders Meeting and/or Warrant Holders Meeting and at any adjournments of the Shareholders Meeting or Warrant Holders Meeting. Information about the Shareholders Meeting, Warrant Holders Meeting, the Business Combination and other related business to be considered by Act II’s shareholders and warrant holders at the Shareholders Meeting and/or Warrant Holders Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Shareholders Meeting and/or Warrant Holders Meeting, all of Act II’s shareholders and warrant holders are urged to read this proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of this proxy statement/prospectus.
After careful consideration, the board of directors of Act II has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Purchase Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Act II’s shareholders and warrant holders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Act II, you should keep in mind that Act II’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder and warrant holder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and Organizational Documents Proposal requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Business Combination Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal, the Adjournment Proposal and the Warrant Holders Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Warrant Amendment Proposal must be approved by the holders of at least 65% of the outstanding Public Warrants.
The Sponsor has agreed to vote all the Act II Class B Shares and any other public shares they may hold in favor of all the proposals being presented at the Shareholders Meeting. As a result, to approve each of the Business Combination Proposal, Stock Issuance Proposal, Incentive Award Plan Proposal, and Adjournment Proposal, assuming that only a quorum is present, 1,875,001, or approximately 6.25%, of the 30,000,000 Act II Class A Shares are needed to vote in favor. To approve each of the Domestication Proposal and Organizational Documents Proposal, assuming that only a quorum is present, 5,000,001, or approximately 16.67%, of the 30,000,000 Act II Class A Shares are needed are needed to vote in favor.

To approve the Warrant Amendment Proposal, 9,750,000 of the 15,000,000 public warrants are needed to vote in favor. To approve the Warrant Holders Adjournment Proposal, 7,500,001 public warrants are needed to vote in favor.
Your vote is very important. Whether or not you plan to attend the Shareholders Meeting and/or Warrant Holders Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares and/or warrants are represented at the Shareholders Meeting and/or Warrant Holders Meeting, as the case may be. If you hold your shares and/or warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares and/or warrants are represented and voted at the Shareholders Meeting and/or Warrant Holders Meeting, as the case may be. The transactions contemplated by the Purchase Agreement will be consummated only if the Condition Precedent Proposals are approved at the Shareholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Warrant Amendment Proposal are each conditioned upon the approval of each of the Condition Precedent Proposals. The Adjournment Proposal and Warrant Holders Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholders Meeting and/or Warrant Holders Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholders Meeting and/or Warrant Holders Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholders Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Shareholders Meeting. If you are a shareholder of record and/or warrant holder of record, and you attend the Shareholders Meeting and/or Warrant Holders Meeting, respectively, and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ACT II’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of Act II’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
/s/ Irwin D. Simon
Irwin D. Simon
Executive Chairman of the Board of Directors
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated May 13, 2020 and is first being mailed to shareholders and warrant holders on or about May 15, 2020.

ACT II GLOBAL ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 341523)
745 5th Avenue
New York, New York 10151
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 2020
TO THE SHAREHOLDERS OF ACT II GLOBAL ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “Shareholders Meeting”) of Act II Global Acquisition Corp., a Cayman Islands exempted company, company number 341523 (“Act II”), will be held at 8:30 a.m., Eastern Time, on June 15, 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020. Due to concerns about the coronavirus (COVID-19) and warnings from public officials regarding public gatherings, we may hold the Shareholders Meeting solely by means of remote communication or provide for the ability of shareholders to attend the Shareholders Meeting by means of remote communication. In that event, we will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on our website at www.wholeearthbrands.com and filed with the U.S. Securities and Exchange Commission as supplemental proxy material. You are cordially invited to attend the Shareholders Meeting, which will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution and adopt the purchase agreement, dated as of December 19, 2019 and as amended on February 12, 2020, and May 8, 2020 (the “Purchase Agreement”), by and among Act II, Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”) and Mafco Foreign Holdings, Inc. (together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”), and, for the purposes of Amendment No. 2 to the Purchase Agreement, Project Taste Intermediate LLC, a copy of which is attached to this proxy statement/prospectus statement as Annexes A-1, A-2 and A-3. The Purchase Agreement provides for, among other things, Act II’s (or its designee’s) purchase of all of the outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland GmbH (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, and their respective direct and indirect subsidiaries, “Merisant and MAFCO”), in accordance with the terms and subject to the conditions of the Purchase Agreement (the transactions contemplated by the Purchase Agreement, the “Business Combination”) as more fully described elsewhere in this proxy statement/prospectus (we refer to this proposal as the “Business Combination Proposal”);

Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution, the change of Act II’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) (this proposal is referred to herein as the “Domestication Proposal”);

Proposal No. 3 — Organizational Documents Proposal — to consider and vote upon a proposal to approve by special resolution, the following material differences between Act II’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”), a copy of which is attached to this proxy statement/prospectus statement as Annex F, and the proposed new bylaws (“Proposed Bylaws”), a copy of which is attached to this proxy statement/prospectus statement as Annex G, of Act II Global Acquisition Corp. (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance

with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Whole Earth Brands, Inc.” in connection with the Business Combination (Act II after the Domestication, including after such change of name, is referred to herein as “Whole Earth Brands, Inc.”), including: (1) changing the corporate name from “Act II Global Acquisition Corp.” to “Whole Earth Brands, Inc.,” (2) making Whole Earth Brands, Inc.’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, and (4) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Act II’s board of directors believes is necessary to adequately address the needs of Whole Earth Brands, Inc. after the Business Combination (this proposal is referred to herein as “Organizational Documents Proposal”);

Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal by ordinary resolution, to approve for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Whole Earth Brands, Inc. common stock to the Sellers in connection with the Business Combination and any person or entity in connection with any incremental equity issuances, to the extent such issuances would require a shareholder vote under Nasdaq Listing Rule 5635 (this proposal is referred to herein as the “Stock Issuance Proposal”);

Proposal No. 5 — The Incentive Award Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the Whole Earth Brands, Inc. 2020 Long-Term Incentive Award Plan (this proposal is referred to herein as the “Incentive Award Plan Proposal”); and

Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Shareholders Meeting (this proposal is referred to herein as the “Adjournment Proposal”).
Each of Proposals No. 1 through 4 is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Warrant Amendment Proposal are conditioned upon the approval of Proposals No. 1 through 4. The Adjournment Proposal and the Warrant Holder Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.
These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares at the close of business on May 1, 2020 are entitled to notice of and to vote and have their votes counted at the Shareholders Meeting and any adjournment of the Shareholders Meeting.
Act II is also holding a special meeting (the “Warrant Holders Meeting”) of holders of warrants issued in its initial public offering (the “Public Warrants”) its Public Warrant Holders to consider and vote upon (a) a proposal to approve and consent to the amendment of the terms of the warrant agreement governing Act II’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination, (i) each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of $11.50 per share, will become exercisable for one-half of one share at an exercise price of $5.75 per one-half share ($11.50 per whole share) and (ii) each holder of a warrant will receive, for each such warrant, a cash payment of $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment) (the “Warrant Amendment Proposal”); and (b) a proposal to adjourn the meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Act II that more time is necessary or appropriate to approve the Warrant Amendment Proposal.
This proxy statement/prospectus and accompanying proxy card is being provided to Act II’s shareholders in connection with the solicitation of proxies to be voted at the Shareholders Meeting and at any adjournment of the Shareholders Meeting. Whether or not you plan to attend the Shareholders Meeting,

all of Act II’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of this proxy statement/prospectus.
After careful consideration, the board of directors of Act II has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Purchase Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Act II’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Act II, you should keep in mind that Act II’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Cayman Constitutional Documents, a holder of public shares (as defined herein) (a “public shareholder”) may request of Act II that Whole Earth Brands, Inc. redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental Stock Transfer & Trust Company, Act II’s transfer agent, that Whole Earth Brands, Inc. redeem all or a portion of your public shares for cash; and
(iii)
deliver your public shares to Continental, Act II’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on June 11, 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Act II’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.
If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Act II’s transfer agent, Whole Earth Brands, Inc. will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of May 4, 2020, this would have amounted to approximately $10.18 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Whole Earth Brands, Inc. common stock that will be redeemed promptly after consummation of the Business Combination. See “Shareholders Meeting of Act II — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be

restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Pursuant to the Sponsor Support Agreement, dated as of December 19, 2019 and as amended on February 12, 2020 among the Sponsor, Act II and the Sellers, a copy of which is attached to this proxy statement/prospectus as Annexes B-1 and B-2 (the “Sponsor Support Agreement”), the Sponsor agreed, among other things, (i) that immediately following the Closing, the Sponsor will forfeit to Act II (x) 3,000,000 Class B Ordinary Shares and (y) 6,750,000 private placement warrants; and (ii) to certain other covenants and agreements related to the Business Combination, particularly with respect to taking supportive actions to consummate the Business Combination and to appoint two of the Sellers’ nominees to the board of directors of Whole Earth Brands, Inc., to be effective at the Closing. In addition, the Sponsor irrevocably waived its anti-dilution protections under Act II’s Amended and Restated Memorandum and Articles of Association in connection with any new issuances of Act II Class A Shares. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.
The Closing is subject to customary conditions, including, among others, that (i) the applicable waiting period under the HSR Act has expired or been terminated, (ii) the shareholders of Act II have (A) approved and adopted the Purchase Agreement and the consummation of the Business Combination; (B) approved, for purposes of complying with applicable listing rules of Nasdaq, of the issuance of equity interests of Whole Earth Brands, Inc. in connection with the consummation of the Business Combination; and (C) approved of the redomestication of Act II to Delaware, (iii) at the Closing, after giving effect to (A) the completion of any redemptions by holders of the Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined in the Cayman Constitutional Documents) in accordance with the Cayman Constitutional Documents; and (B) all available amounts in the trust account established by Act II in connection with the consummation of the Act II IPO, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing, and any additional equity financing, equals or exceeds $210,000,000 (the “Minimum Cash Condition”), and (iv) solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq.
The Purchase Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Purchase Agreement would waive any such provision of the Purchase Agreement.
The approval of each of the Domestication Proposal and Organizational Documents Proposal requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Business Combination Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
The Sponsor has agreed to vote all the Act II Class B Shares and any other public shares they may hold in favor of all the proposals being presented at the Shareholders Meeting. As a result, to approve each of the Business Combination Proposal, Stock Issuance Proposal, Incentive Award Plan Proposal, and Adjournment Proposal, assuming that only a quorum is present, 1,875,001, or approximately 6.25%, of the 30,000,000 Act II Class A Shares are needed to vote in favor. To approve each of the Domestication Proposal and Organizational Documents Proposal, assuming that only a quorum is present, 5,000,001, or approximately 16.67%, of the 30,000,000 Act II Class A Shares are needed are needed to vote in favor.
Your vote is very important. Whether or not you plan to attend the Shareholders Meeting and/or Warrant Holders Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares and/or warrants are represented at the Shareholders Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the

instructions provided to you by your bank, broker or other nominee to ensure that your shares and/or warrants are represented and voted at the Shareholders Meeting. The transactions contemplated by the Purchase Agreement will be consummated only if the Condition Precedent Proposals are approved at the Shareholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Warrant Amendment Proposal are each conditioned upon the approval of each of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholders Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholders Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholders Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Shareholders Meeting. If you are a shareholder of record and you attend the Shareholders Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing ACTT.info@investor.morrowsodali.com.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors of Act II Global Acquisition Corp.,
May 13, 2020
/s/ Irwin D. Simon
Irwin D. Simon
Executive Chairman of the Board of Directors
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ACT II’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

ACT II GLOBAL ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 341523)
745 5th Avenue
New York, New York 10151
NOTICE OF SPECIAL MEETING OF PUBLIC WARRANT HOLDERS
TO BE HELD ON JUNE 15, 2020
TO THE PUBLIC WARRANT HOLDERS OF ACT II GLOBAL ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that a special meeting of the public warrant holders (the “Warrant Holders Meeting”) of Act II Global Acquisition Corp., a Cayman Islands exempted company, company number 341523 (“Act II”), will be held at 8:00 a.m., Eastern Time, on June 15, 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020. Due to concerns about the coronavirus (COVID-19) and warnings from public officials regarding public gatherings, we may hold the Warrant Holders Meeting solely by means of remote communication or provide for the ability of Public Warrant Holders to attend the Warrant Holders Meeting by means of remote communication. In that event, we will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on our website at www.wholeearthbrands.com and filed with the U.S. Securities and Exchange Commission as supplemental proxy material. You are cordially invited to attend the Warrant Holders Meeting, which will be held for the following purposes:

Proposal No. 1 — The Warrant Amendment Proposal — To consider and vote upon an amendment ( the “Warrant Amendment”) to the warrant agreement that governs all of Act II’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination (as defined in the accompanying proxy statement/prospectus), (i) each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of $11.50 per share, will become exercisable for one-half of one share at an exercise price of $5.75 per one-half share ($11.50 per whole share) and (ii) each holder of a warrant will receive, for each such warrant, a cash payment of $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment) (the “Warrant Amendment Proposal”); and

Proposal No. 2 — The Warrant Holders Adjournment Proposal — To consider and vote upon a proposal to adjourn the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Act II that more time is necessary or appropriate to approve the Warrant Amendment Proposal (the “Warrant Holders Adjournment Proposal” and, together with the Warrant Amendment Proposal, the “Warrant Holder Proposals”).
These Warrant Holder Proposals are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of the Public Warrants (“Public Warrant Holders”) at the close of business on May 1, 2020 (the “Record Date”) are entitled to notice of the Warrant Holders Meeting and to vote and have their votes counted at the Warrant Holders Meeting and any adjournments or postponements of the Warrant Holders Meeting.
After careful consideration, Act II’s board of directors has determined that the Warrant Holder Proposals are fair to and in the best interests of Act II and its Public Warrant Holders and unanimously recommends that the Public Warrant Holders vote or give instruction to vote “FOR” the Warrant Amendment Proposal and “FOR” the Warrant Holders Adjournment Proposal, if presented.
The Warrant Amendment Proposal must be approved by the holders of at least 65% of the outstanding Public Warrants. The Warrant Holders Adjournment Proposal must be approved by the holders of a majority of the Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. The Warrant Amendment Proposal will only become effective if the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.

All Public Warrant Holders of Act II are cordially invited to attend the Warrant Holders Meeting in person. To ensure representation at the Warrant Holders Meeting, however, all Public Warrant Holders are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a Public Warrant Holder of record, you may also cast your vote in person at the Warrant Holders Meeting. If your Public Warrants are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote such warrants or, if you wish to attend the Warrant Holders Meeting and vote in person, obtain a proxy from your broker, bank or nominee. If the Warrant Amendment Proposal fails to receive the required approval by the Warrant Holders at the Warrant Holders Meeting, the Business Combination will not be completed.
Whether or not you plan to attend the Warrant Holders Meeting, we urge you to read the accompanying proxy statement/prospectus carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus.
Your vote is important regardless of the number of Public Warrants you own.   Whether you plan to attend the Warrant Holders Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your Public Warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Public Warrants you beneficially own are properly counted.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors of Act II Global Acquisition Corp.,
May 13, 2020
/s/ Irwin D. Simon
Irwin D. Simon
Executive Chairman of the Board of Directors
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PUBLIC WARRANTS WILL BE VOTED IN FAVOR OF EACH OF THE WARRANT HOLDER PROPOSALS.

TABLE OF CONTENTS
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F-1

ANNEXES
Annex A-1:
Purchase Agreement
A-1-1
Annex A-2:
Amendment No.1 to Purchase Agreement
A-2-1
Annex A-3:
Amendment No. 2 to Purchase Agreement
A-3-1
Annex B-1:
Sponsor Support Agreement
B-1-1
Annex B-2:
Amendment No.1 to Sponsor Support Agreement
B-2-1
Annex C:
Form of Investors Agreement
C-1
Annex D:
Form of Whole Earth Brands, Inc. 2020 Long-Term Incentive Award Plan
D-1
Annex E:
Cayman Constitutional Documents of Act II
E-1
Annex F:
Form of Proposed Certificate of Incorporation
F-1
Annex G:
Form of Proposed Bylaws
G-1
Annex H
Form of Amended and Restated Warrant Agreement
H-1

REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.
You may request copies of this proxy statement/prospectus or other publicly available information concerning Act II, without charge, by written request to Secretary at Act II Global Acquisition Corp., 745 5th Avenue, New York, New York 10151; or Morrow Sodali LLC, Act II’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing ACTT.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.
In order for Act II’s shareholders and warrant holders to receive timely delivery of the documents in advance of the Shareholders Meeting and Warrant Holders Meeting of Act II to be held on June 15, 2020, you must request the information no later than June 8, 2020, five business days prior to the date of the Shareholders Meeting, or no later than June 8, 2020, five business days prior to the date of the Warrant Holders Meeting, as applicable.
TRADEMARKS
This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. Act II does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.
SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“2020 Plan” are to the Whole Earth Brands, Inc. 2020 Long-Term Incentive Award Plan attached to this proxy statement/prospectus as Annex D;

“Act II” are to Act II Global Acquisition Corp. prior to its domestication as a corporation in the State of Delaware;

“Act II Class A Shares” are to the Class A ordinary shares, par value $0.0001 per share, of Act II;

“Act II Class B Shares” are to the Class B ordinary shares, par value $0.0001 per share, of Act II;

“Act II IPO” are to Act II’s initial public offering, consummated on April 30, 2019, through the sale of 30,000,000 public units (including 3,900,000 units sold pursuant to the underwriters’ partial exercise of their over-allotment option) at $10.00 per unit;

“Act II public warrants” are to the warrants included in the units issued in the Act II IPO, each of which is exercisable for one Act II Class A Share at an exercise price of $11.50 per Act II Class A Share, in accordance with its terms;

“Cayman Constitutional Documents” are to Act II’s Amended and Restated Memorandum and Articles of Association;

“Cayman Islands Companies Law” are to the Cayman Islands Companies Law (2020 Revision);

“Closing” are to the closing of the Business Combination;

“Company,” “we,” “us” and “our” are to Act II prior to the Domestication and to Whole Earth Brands, Inc. after the Domestication, including after its change of name to Whole Earth Brands, Inc.;
i


“Condition Precedent Approvals” are to approval at the Shareholders Meeting of the Condition Precedent Proposals;

“Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, and the Stock Issuance Proposal collectively;

“Debt Financing” are to the financing arrangements described under “Business Combination Proposal — Financing”;

“DGCL” are to the General Corporation Law of the State of Delaware;

“Domestication” are to the domestication of Act II Global Acquisition Corp. as a corporation incorporated in the State of Delaware;

“E&Y” are to Ernst & Young LLP;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Flavors Holdings” are to Flavors Holdings Inc., a Delaware corporation;

“GAAP” are to accounting principles generally accepted in the United States of America;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“IPO registration statement” are to the Registration Statement on Form S-1 (333-230756) filed by Act II in connection with its initial public offering, which became effective on April 25, 2019;

“IRS” are to the U.S. Internal Revenue Service;

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

“MacAndrews” are to MacAndrews & Forbes Incorporated;

“Moelis” are to Moelis & Company LLC;

“Nasdaq” are to The Nasdaq Stock Market;

“ordinary shares” are to the Act II Class A Shares and the Act II Class B Shares, collectively;

“person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

“PIPE Financing” are to the $75,000,000 private placement of Act II Class A Shares and private placement warrants to the PIPE Investors pursuant to the Subscription Agreements;

“PIPE Investors” are to the investors that entered into the Subscription Agreements with Act II for the PIPE Financing;

“private placement warrants” are to the 7.5 million private placement warrants outstanding as of the date of this proxy statement/prospectus and the redeemable warrants of Whole Earth Brands, Inc. issued as a matter of law upon the conversion thereof at the time of the Domestication;

“pro forma” are to giving pro forma effect to events that are related and/or directly attributable to the Business Combination;

“Proposed Bylaws” are to the proposed bylaws of Whole Earth Brands, Inc. upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex G;

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of Whole Earth Brands, Inc. upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex F;

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;
ii


“public shareholders” are to holders of public shares, whether acquired in Act II’s initial public offering or acquired in the secondary market;

“public shares” are to the Act II Class A Shares (including those that underlie the units) that were offered and sold by Act II in its initial public offering and registered pursuant to the IPO registration statement or the shares of Whole Earth Brands, Inc. common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

“Public Warrant Holders” are to the holders of the Public Warrants;

“public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by Act II in its initial public offering and registered pursuant to the IPO registration statement or the redeemable warrants of Whole Earth Brands, Inc. issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

“Purchase Agreement” are to the Purchase Agreement, dated as of December 19, 2019, by and among Act II, Flavors Holdings Inc., MW Holdings I LLC, MW Holdings III LLC and Mafco Foreign Holdings, Inc., and, for the purposes of Amendment No. 2 to the Purchase Agreement, Project Taste Intermediate LLC, as amended by Amendment No. 1 to Purchase Agreement dated as of February 12, 2020, and Amendment No. 2 to Purchase Agreement dated as of May 8, 2020;

“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents;

“Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002;

“SEC” are to the United States Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended;

“Sellers” are to Flavors Holdings Inc., MW Holdings I LLC, MW Holdings III LLC and Mafco Foreign Holdings, Inc.;

“Shareholders Meeting” are to the extraordinary general meeting of Act II’s shareholders, to be held following the Warrant Holders Meeting at 8:30 a.m. Eastern Time on June 15, 2020, at 1251 Avenue of the Americas, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be adjourned;

“Sponsor” are to Act II Global LLC, a Delaware limited liability company;

“Subscription Agreements” are to the Subscription Agreements, dated February 12, 2020, entered into between Act II and each of the PIPE Investors for the PIPE Financing;

“trust account” are to the trust account established at the consummation of Act II’s initial public offering at JP Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;

“Trust Agreement” are to the Investment Management Trust Agreement, dated April 25, 2019, by and between Act II and Continental Stock Transfer & Trust Company, as trustee;

“Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy Act II’s obligations to its shareholders that exercise their redemption rights;

“units” are to one Act II Class A Share and one-half of one Act II Public Warrant sold in the Act II IPO;

“Warrant Holders Meeting” are to the special meeting of the Public Warrant Holders, to be held prior to the Shareholders Meeting at 8:00 a.m. Eastern Time on June 15, 2020, at 1251 Avenue of the Americas, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be adjourned; and

“warrants” are to the public warrants and the private placement warrants.
iii

Unless otherwise stated in this proxy statement/prospectus or as the context otherwise requires, all references in this proxy statement/prospectus to Act II Class A Shares, shares of Whole Earth Brands, Inc. common stock or warrants include such securities underlying the units.
iv

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the potential Business Combination, of Act II. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Act II discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Act II’s management.
Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

Act II’s ability to complete the Business Combination or, if Act II does not consummate such Business Combination, any other initial business combination;

satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things:

the applicable waiting period under the HSR Act has expired or been terminated;

the shareholders of Act II have (A) approved and adopted the Purchase Agreement and the consummation of the Business Combination; (B) approved, for purposes of complying with applicable listing rules of Nasdaq, of the issuance of equity interests of Whole Earth Brands, Inc. in connection with the consummation of the Business Combination; and (C) approved of the redomestication of Act II to Delaware;

at the Closing, after giving effect to (A) the completion of any redemptions by holders of the Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined in the Cayman Constitutional Documents) in accordance with the Cayman Constitutional Documents; and (B) all available amounts in the trust account established by Act II in connection with the consummation of the Act II IPO, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing and any additional equity financing, equals or exceeds $210,000,000; and

solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq;

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Purchase Agreement;

the projected financial information, anticipated growth rate, and market opportunity of Merisant and MAFCO;

the ability to obtain or maintain the listing of Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. warrants on Nasdaq following the Business Combination;

our public securities’ potential liquidity and trading;

our ability to raise financing in the future;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;
v


Act II officers and directors allocating their time to other businesses and potentially having conflicts of interest with Act II’s business or in approving the Business Combination;

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

factors relating to the business, operations and financial performance of Merisant and MAFCO and their subsidiaries;

market conditions and global and economic factors beyond Merisant and MAFCO’s control, including the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic; and

other factors detailed under the section entitled “Risk Factors.”
The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us, Merisant or MAFCO. There can be no assurance that future developments affecting us, Merisant or MAFCO will be those that Act II, Merisant or MAFCO have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Act II’s control or the control of Merisant and MAFCO) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on page 33 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Act II, Merisant and MAFCO undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before any Act II shareholder or warrant holder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the Shareholders Meeting or Warrant Holders Meeting, as applicable, such shareholder or warrant holder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.
vi

QUESTIONS AND ANSWERS FOR SHAREHOLDERS AND WARRANT HOLDERS OF ACT II
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Shareholders Meeting, and the Warrant Holders Meeting including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Act II’s shareholders and warrant holders. Act II urges shareholders and warrant holders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Shareholders Meeting, which will be held at 8:30 a.m., Eastern Time, on June 15, 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, and the Warrant Holders Meeting, which will be held at 8:00 a.m., Eastern Time, on June 15, 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020.
Q:
Why am I receiving this proxy statement/prospectus?
A:
Act II shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Purchase Agreement and approve the Business Combination. The Purchase Agreement provides for, among other things, Act II’s (or its designee’s) purchase of all of the outstanding equity interests of Merisant and MAFCO, in accordance with the terms and subject to the conditions of the Purchase Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section entitled “Business Combination Proposal” for more detail.
A copy of the Purchase Agreement is attached to this proxy statement/prospectus as Annexes A-1, A-2 and A-3 and you are encouraged to read it in its entirety.
Immediately prior to the closing of the Business Combination, Act II will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Law and a domestication under Section 388 of the DGCL, pursuant to which Act II’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, among other things, (1) each then-issued and outstanding unit of Act II will automatically separate into one Act II Class A Share and one-half of one Act II warrant, (2) each then-issued and outstanding Act II Class B Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock, (3) each then-issued and outstanding Act II Class A Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock and (4) each then-issued and outstanding Act II warrant will convert automatically into a Whole Earth Brands, Inc. warrant. See “Domestication Proposal” for additional information.
The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see “What amendments will be made to the current constitutional documents of Act II?” below.
Act II’s Public Warrant Holders are being asked to consider and vote upon the Warrant Amendment Proposal to amend the terms of the Warrant Agreement governing Act II’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination, (i) each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of $11.50 per share, will become exercisable for one-half of one share at an exercise price of $5.75 per one-half share ($11.50 per whole share) and (ii) each holder of a warrant will receive, for each such warrant, a cash payment of $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment). See the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal.”
Act II’s Public Warrant Holders are also being asked to consider and vote upon the Warrant Holders Adjournment Proposal to adjourn the Warrant Holders Meeting to a later date or dates, including, if necessary, including to permit further solicitation and vote of proxies if it is determined by Act II that more time is necessary or appropriate to approve the Warrant Amendment Proposal. See the section entitled “Warrant Holder Proposal 2: The Warrant Holders Adjournment Proposal.”
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YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q:
What proposals are shareholders and warrant holders of Act II being asked to vote upon?
A:
At the Shareholders Meeting, Act II is asking holders of ordinary shares to consider and vote upon:

a proposal to approve by ordinary resolution and adopt the Purchase Agreement;

a proposal to approve by special resolution the Domestication;

a proposal to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents: (1) changing the corporate name from “Act II Global Acquisition Corp.” to “Whole Earth Brands, Inc.,” (2) making Whole Earth Brands, Inc.’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, and (4) removing certain provisions related to Act II’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Act II’s board of directors believes is necessary to adequately address the needs of Whole Earth Brands, Inc. after the Business Combination;

a proposal to approve by ordinary resolution, to approve for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Whole Earth Brands, Inc. common stock to the Sellers in connection with the Business Combination and any person or entity in connection with any incremental equity issuances, to the extent such issuances would require a shareholder vote under Nasdaq Listing Rule 5635;

a proposal to approve by ordinary resolution the 2020 Plan; and

a proposal to approve the adjournment of the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Shareholders Meeting.
At the Warrant Holders Meeting, the Public Warrant Holders are being asked to vote on the following Warrant Holder Proposals:

The Warrant Amendment Proposal; and

The Warrant Holders Adjournment Proposal.
If Act II’s shareholders and warrant holders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Purchase Agreement are waived by the applicable parties to the Purchase Agreement, the Purchase Agreement could terminate and the Business Combination may not be consummated. In addition to the foregoing proposals, the shareholders are also being asked to consider and vote upon the Adjournment Proposal. See “Business Combination Proposal,” “Domestication Proposal,” “Organizational Documents Proposal,” “Stock Issuance Proposal,” “Incentive Award Plan Proposal” and “Adjournment Proposal.”
Act II will hold the Shareholders Meeting and Warrant Holders Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Shareholders Meeting and Warrant Holders Meeting. Shareholders and warrant holders of Act II should read it carefully.
After careful consideration, Act II’s board of directors has determined that the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal are in the best interests of Act II and its shareholders, and the Warrant Amendment Proposal and Warrant Holders Adjournment Proposal are in the best interests of Act II and its warrant holders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
viii

The existence of financial and personal interests of one or more of Act II’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Act II and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Act II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
Are the Shareholder Proposals and Warrant Holder Proposals conditioned on one another?
A:
Each of the Business Combination Proposal, Domestication Proposal, the Stock Issuance Proposal, and the Organizational Documents Proposal is interdependent upon the others and each must be approved in order for Act II to complete the Business Combination contemplated by the Purchase Agreement. Approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, and the Organizational Documents Proposal is a condition to the consummation of the Warrant Amendment Proposal. The Business Combination Proposal, the Incentive Award Plan Proposal, the Stock Issuance Proposal and Adjournment Proposal must be approved by the holders of a majority of the ordinary shares that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Organizational Documents Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares as of the Record Date that are present and vote at the Shareholders Meeting. The Warrant Amendment Proposal must be approved by the holders of at least 65% of the outstanding Public Warrants. The Warrant Amendment Proposal will only become effective if the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment Proposal will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.
The Sponsor has agreed to vote all the Act II Class B Shares and any other public shares they may hold in favor of all the proposals being presented at the Shareholders Meeting. As a result, to approve each of the Business Combination Proposal, Stock Issuance Proposal, Incentive Award Plan Proposal, and Adjournment Proposal, assuming that only a quorum is present, 1,875,001, or approximately 6.25%, of the 30,000,000 Act II Class A Shares are needed to vote in favor. To approve each of the Domestication Proposal and Organizational Documents Proposal, assuming that only a quorum is present, 5,000,001, or approximately 16.67%, of the 30,000,000 Act II Class A Shares are needed are needed to vote in favor. To approve the Warrant Amendment Proposal, 9,750,000 of the 15,000,000 public warrants are needed to vote in favor. To approve the Warrant Holders Adjournment Proposal, 7,500,001 public warrants are needed to vote in favor.
Q:
Why is Act II proposing the Business Combination?
A:
Act II was organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Merisant is one of the world’s leading manufacturers of tabletop non-caloric sweeteners. Merisant markets its products under its flagship brands Whole Earth®, Equal®, Canderel®, and Pure Via®, along with several other adjacent consumer products in over 90 countries. Mafco Worldwide has been one of the world’s leading manufacturers of natural licorice products for over 150 years. Mafco Worldwide’s natural licorice products many of which are under the Magnasweet® brand are used today in a wide range of applications including food, beverage, pharmaceutical, confectionary, cosmetic, personal care and tobacco products.
Based on its due diligence investigations of Merisant and MAFCO and the industry in which they operate, including the financial and other information provided by Merisant and MAFCO in the course of Act II’s due diligence investigations, the Act II board of directors believes that the Business Combination with Merisant and MAFCO is in the best interests of Act II and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “Business Combination Proposal — Act II’s Board of Directors’ Reasons for the Business Combination” for additional information.
ix

Q:
What will the Sellers receive in return for Act II’s acquisition of all of the issued and outstanding equity interests of Merisant and MAFCO?
A:
Although Act II’s board of directors believes that the Business Combination with Merisant and MAFCO presents a unique business combination opportunity and is in the best interests of Act II and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “Business Combination Proposal — Act II’s Board of Director’s Reasons for the Business Combination,” as well as in the sections entitled “Risk Factors — Risks Related to Whole Earth Brands, Inc.’s Business.”
Subject to the terms and conditions set forth in the Purchase Agreement, at the Closing, the Sellers will receive (i) $415,000,000 in cash (which, under certain conditions, may be reduced by Act II by up to $20,000,000 immediately prior to Closing in exchange for a dollar-for-dollar increase in the Common Stock Consideration), plus or minus the Adjustment Amount (as defined in the Purchase Agreement) (the “Cash Consideration”), and (ii) that number of shares of Whole Earth Brands, Inc. common stock equal to the higher of (1) 2,500,000 or (2) the quotient of (x) the sum of $25,000,000 plus the amount, if any, by which the Base Cash Consideration is reduced by Act II in accordance with the terms of the Purchase Agreement, divided by (y) the lowest per share price at which Act II Class A Shares sold to any person from and after the date of the Purchase Agreement but prior to, at or in connection with the Closing. For further details, see “Business Combination Proposal — The Purchase Agreement — Consideration — Purchase Price — Common Stock Consideration.”
Q:
What equity stake will current Act II shareholders and the Sellers hold in Whole Earth Brands, Inc. immediately after the consummation of the Business Combination?
A:
As of the date of this proxy statement/prospectus, there are 30,000,000 Act II Class A Shares, which were issued to the public in connection with the Act II IPO, and 7,500,000 Act II Class B Shares, which were issued to the Sponsor, issued and outstanding. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 21,750,000 warrants, which includes the 6,750,000 private placement warrants held by the Sponsor and the 15,000,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Act II Class A Share and, following the Domestication, will entitle the holder thereof to purchase one share of Whole Earth Brands, Inc. common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the Act II fully diluted share capital would be 59,250,000.
It is anticipated that, following the Business Combination (assuming consummation of the transactions contemplated by the Purchase Agreement), (1) Act II’s public shareholders are expected to own approximately 67.4% of the outstanding Whole Earth Brands, Inc. common stock, (2) the Sellers (without taking into account any public shares held by the Sellers prior to the consummation of the Business Combination) are expected to own approximately 5.6% of the outstanding Whole Earth Brands, Inc. common stock, and (3) the PIPE Investors will own approximately 16.9% of the outstanding shares of Whole Earth Brands, Inc. common stock and (4) the Sponsor is expected to own approximately 10.1% of the outstanding Whole Earth Brands, Inc. common stock. These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that Whole Earth Brands, Inc. issues 2,500,000 shares of Whole Earth Brands, Inc. common stock to the Sellers pursuant to the Purchase Agreement. If the actual facts are different from these assumptions, the percentage ownership retained by Act II’s existing shareholders in the combined company will be different.
x

The following table illustrates varying ownership levels in Whole Earth Brands, Inc. immediately following the consummation of the Business Combination based on the assumptions above, except for varying levels of redemptions by the public shareholders.
Share Ownership in Whole Earth Brands, Inc.
Following the Business Combination
Assuming No Redemptions
Assuming High Redemptions(1)
Number of
Shares
Percentage of
Outstanding
Shares
Number of
Shares
Percentage of
Outstanding
Shares
Public stockholders
30,000,000 67.4% 20,701,874 55.6%
Sponsor(2) 4,500,000 10.1% 4,500,000 12.1%
PIPE Investors
7,500,000 16.9% 7,500,000 20.2%
Sellers
2,500,000 5.6% 4,500,000 12.1%
Total(3) 44,500,000 100.0% 37,201,874 100.0%
(1)
This scenario assumes redemptions of 9,298,126 Act II Class A Shares at approximately $10.14 per share and an additional 2,000,000 shares of Whole Earth Brands, Inc. common stock issued to the Sellers at $10.00 per share (in lieu of cash consideration of $20 million) in connection with the Business Combination.
(2)
Includes 2.0 million shares of Whole Earth Brands, Inc. common stock issued to the Sponsor that will be held in escrow and subject to release upon the earliest to occur of (i) the volume weighted-average per-share trading price of shares of Whole Earth Brands, Inc. common stock being at or above $20.00 per share for twenty (20) trading days in any thirty (30)-trading day continuous trading period during the Escrow Period, (ii) a Change in Control and (iii) the expiration of the Escrow Period.
(3)
Outstanding shares of Whole Earth Brands, Inc. common stock excludes, after giving effect to the Warrant Amendment, (i) 7.5 million shares of Whole Earth Brands, Inc. common stock issuable upon the exercise of the public warrants, each exercisable to purchase one half of one share of Whole Earth Brands, Inc. common stock at $5.75 per share, and (ii) 2.632 million shares of Whole Earth Brands, Inc. common stock issuable upon the exercise of the private placement warrants, each exercisable to purchase one half of one share of Whole Earth Brands, Inc. common stock at $5.75 per share.
For further details, see “Business Combination Proposal — The Purchase Agreement — Purchase Price — Common Stock Consideration.”
Q:
Will there be new financing in connection with the Business Combination and are there any arrangements to help ensure that Act II will have sufficient funds to consummate the Business Combination?
A:
Yes, Whole Earth Brands, Inc. will obtain new equity financing through a private placement of Whole Earth Brands, Inc. common stock in the Private Placement. The closing of the Private Placement is contingent upon, among other things, the closing of the Business Combination. For additional information, please see the section entitled “Business Combination Proposal — Related Agreements — Subscription Agreements.’’ In addition, in connection with the Business Combination, Whole Earth Brands, Inc. is expected to enter into (x) a senior secured first lien term loan facility of up to $185 million that matures in five years and (y) a first lien revolving loan facility of up to $50 million that matures in five years. Loans outstanding under the first lien term loan facility and the first lien revolving loan facility are expected to accrue interest at a rate per annum equal to LIBOR plus a margin ranging from 2.25% to 3.00% depending on the achievement of certain leverage ratios, and undrawn amounts under the first lien revolving loan facility are expected to accrue a commitment fee at a rate per annum of 0.40% on the average daily undrawn portion of the commitments thereunder, with step downs to 0.30% upon achievement of certain leverage ratios. Principal payments on the first lien term loan facility will be due quarterly, in amounts expected to be equal to (i) 2.5% per annum of the original principal amount of the first lien term loan facility during the first and second years after the closing date of the credit facilities, (ii) 5.0% per annum of the original principal amount of the first lien term loan facility during the third year after the closing date of the credit facilities and (iii) 10%
xi

per annum of the original principal amount of the first lien term loan facility during the fourth and fifth years after the closing date of the credit facilities. For additional information, please see the section entitled “Business Combination Proposal — Related Agreements — Debt Financing.
Q:
Why is Act II proposing the Domestication?
A:
Our board of directors believes that there are significant advantages to us that will arise as a result of a change of Act II’s domicile to Delaware. Further, Act II’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. Act II’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of Act II and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”
To effect the Domestication, Act II will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Act II will be domesticated and continue as a Delaware corporation.
The approval of the Domestication Proposal is a condition to the closing of the Business Combination under the Purchase Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Shareholders Meeting.
Q:
What amendments will be made to the current constitutional documents of Act II?
A:
The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Act II’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Law, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:
Cayman Constitutional Documents
Proposed Organizational Documents
Corporate Name The Cayman Constitutional Documents provide the name of the company is “Act II Global Acquisition Corp.” The Proposed Organizational Documents provide that the name of the corporation will be “Whole Earth Brands, Inc.”
See paragraph 1 of the Existing Memorandum. See Article First of the Proposed Certificate of Incorporation.
Perpetual Existence The Cayman Constitutional Documents provide that if Act II does not consummate a business combination (as defined in the Cayman Constitutional Documents) by April 30, 2021, Act II will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate Act II’s trust account. The Proposed Organizational Documents do not include any provisions relating to Whole Earth Brands, Inc.’s ongoing existence; the default under the DGCL, will make Whole Earth Brands, Inc.’s existence perpetual.
See Article 49 of the Cayman Default rule under the DGCL.
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Cayman Constitutional Documents
Proposed Organizational Documents
Constitutional Documents.
Exclusive Forum The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation.
See Section Thirteenth, subsection (1) of the Proposed Certificate of Incorporation.
Provisions Related to Status as Blank Check Company
The Cayman Constitutional Documents include various provisions related to Act II’s status as a blank check company prior to the consummation of a business combination. The Proposed Organizational Documents do not include such provisions related to Act II’s status as a blank check company, which no longer will apply upon consummation of the Transactions, as Act II will cease to be a blank check company at such time.
See Article 49 of the Cayman Constitutional Documents.
Q:
How will the Domestication affect my ordinary shares, warrants and units?
A:
As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding unit of Act II will automatically separate into one Act II Class A Share and one-half of one Act II warrant, (2) each then issued and outstanding Act II Class B Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock, (3) each then issued and outstanding Act II Class A Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock and (4) each then issued and outstanding Act II warrant will convert automatically into a Whole Earth Brands, Inc. warrant. No fractional warrants will be issued upon the separation of the Act II units.
See “Domestication Proposal” for additional information.
Q:
What are the U.S. federal income tax consequences of the Domestication?
A:
As discussed more fully under “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

A U.S. Holder whose Act II Class A Shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of Act II’s earnings in income;

A U.S. Holder whose Act II Class A Shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of Act II ordinary shares entitled to vote and less than 10% of the total value of all classes of Act II ordinary shares will generally recognize gain (but not loss) on the exchange of Act II Class A Shares for Whole Earth Brands, Inc. common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Act II Class A Shares provided certain other requirements are satisfied; and
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A U.S. Holder whose Act II Class A Shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of Act II ordinary shares entitled to vote or 10% or more of the total value of all classes of Act II ordinary shares will generally be required to include in income as a deemed dividend all earnings and profits amount attributable to its Act II Class A Shares provided certain other requirements are satisfied.
Act II does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.
As discussed more fully under “U.S. Federal Income Tax Considerations,” Act II believes that it is likely classified as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. In such case, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Act II Class A Shares or warrants for Whole Earth Brands, Inc. common stock or warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — PFIC Considerations — D. QEF Election and Mark-to-Market Election” with respect to their Act II Class A Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. No elections are currently available with respect to Act II warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations.”
Each U.S. Holder of Act II Class A Shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Act II Class A Shares and warrants for Whole Earth Brands, Inc. common stock and warrants pursuant to the Domestication.
Subject to the discussion in the section entitled “U.S. Federal Income Tax Considerations — PFIC Considerations” — with regards to the proposed Treasury Regulations relating to options, a U.S. Holder of Warrants should recognize capital gain (but not loss) with respect to the Warrant Amendment, and the amount of such capital gain should be equal to the difference between the amount of cash received plus the fair market value of the one-half of a Warrant received and the U.S. Holder’s adjusted tax basis in the Warrants. Such gain shall be limited to the amount of the Warrant Cash Payment. Under certain circumstances a U.S. Holder can receive dividend treatment up to their ratable share of accumulated earnings and profits of Act II, however, all U.S. Holders are urged to consult their tax advisors with respect to this potential treatment. For a more complete discussion of the tax consequences of the Warrant Amendment, see the discussion in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Act II Shareholders and Warrant Holders — Tax Consequences of the Warrant Amendment to U.S. Holders of Warrants.
Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s Whole Earth Brands, Inc. common stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”
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Q:
Do I have redemption rights?
A:
If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor has agreed to waive its redemption rights with respect to all of the Act II Class B Shares in connection with the consummation of the Business Combination. The Act II Class B Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.
Q:
How do I exercise my redemption rights?
A:
If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:
(i)
(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental, Act II’s transfer agent, that Whole Earth Brands, Inc. redeem all or a portion of your public shares for cash; and
(iii)
deliver your public shares to Continental, Act II’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on June 11, 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed.
The address of Continental, Act II’s transfer agent, is listed under the question “Who can help answer my questions?” below.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Act II’s transfer agent, directly and instruct them to do so.
Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of May 4, 2020, this would have amounted to approximately $10.18 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of Act II’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have
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no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Shareholders Meeting. If you deliver your shares for redemption to Continental, Act II’s transfer agent, and later decide prior to the Shareholders Meeting not to elect redemption, you may request that Act II’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, Act II’s transfer agent, at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Continental, Act II’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Shareholders Meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, Act II’s agent, at least two business days prior to the vote at the Shareholders Meeting.
If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, Whole Earth Brands, Inc. will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of Whole Earth Brands, Inc. common stock that will be redeemed immediately after consummation of the Business Combination.
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Act II’s transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, Act II’s transfer agent, by 5:00 p.m., Eastern Time, on June 11, 2020 (two business days before the Shareholders Meeting) in order to exercise your redemption rights with respect to your public shares.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
It is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its Whole Earth Brands, Inc. common stock will generally be treated as selling such Whole Earth Brands, Inc. common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Whole Earth Brands, Inc. common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”
Additionally, because the Domestication will occur immediately prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.”
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All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.
Q:
What happens to the funds deposited in the trust account after consummation of the Business Combination?
A:
Following the closing of Act II’s initial public offering, an amount equal to $300.0 million ($10.00 per unit) of the net proceeds from Act II’s initial public offering and the sale of the private placement warrants was placed in the trust account. As of December 31, 2019, funds in the trust account totaled $304,283,025 and were substantially held in U.S. Treasury Bills. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of an initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend Act II’s amended and restated memorandum and articles of association to (A) modify the substance or timing of Act II’s obligation to redeem 100% of its public shares if it does not complete an initial business combination by April 30, 2021 or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of the public shares if Act II is unable to complete an initial business combination by April 30, 2021 (or if such date is further extended at a duly called extraordinary general meeting of shareholders, such later date), subject to applicable law.
Upon consummation of the Business Combination, the funds deposited in the trust account (together with the proceeds from the Private Placement) will be released to pay holders of Act II Class A Shares who properly exercise their redemption rights, the purchase price to the Sellers, transaction fees and expenses associated with the Business Combination, and for working capital and general corporate purposes of Whole Earth Brands, Inc. following the Business Combination. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”
Q:
What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A:
Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
The Purchase Agreement provides that the obligations of each party to consummate the Business Combination are conditioned on, among other things, that as of the Closing, after giving effect to (A) the completion of any redemptions by holders of Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of the Business Combination in accordance with Act II’s organizational documents; and (B) all available amounts in the trust account, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing, and any additional equity financing, equals or exceeds $210,000,000 (the “Minimum Cash Condition”). If such condition is not met, and such condition is not or cannot be waived under the terms of the Purchase Agreement, then the Purchase Agreement could terminate and the proposed Business Combination may not be consummated. In addition, in no event will we redeem public shares in an amount that would cause Whole Earth Brands, Inc.’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
The Closing is subject to customary conditions, including, among others, that (i) the applicable waiting period under the HSR Act has expired or been terminated, (ii) the shareholders of Act II have (A) approved and adopted the Purchase Agreement and the consummation of the Business Combination; (B) approved, for purposes of complying with applicable listing rules of Nasdaq, of the issuance of equity interests of Whole Earth Brands, Inc. in connection with the consummation of the Business Combination; and (C) approved of the redomestication of Act II to Delaware, (iii) at the Closing, after giving effect to (A) the completion of any redemptions by holders of the Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined
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in the Cayman Constitutional Documents) in accordance with the Cayman Constitutional Documents); and (B) all available amounts in the trust account established by the Act II in connection with the consummation of the Act II IPO, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing, and any additional equity financing, equals or exceeds $210,000,000 (the “Minimum Cash Condition”), and (iv) solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq.
For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — The Purchase Agreement.”
Q:
When do you expect the Business Combination to be completed?
A:
It is currently expected that the Business Combination will be consummated by the end of the first half of 2020. This date depends, among other things, on the approval of the proposals to be put to Act II shareholders at the Shareholders Meeting and the Public Warrant Holders at the Warrant Holders Meeting. However, such meetings could be adjourned if either the Adjournment Proposal or the Warrant Holder Adjournment Proposal is adopted at the Shareholders Meeting and the Warrant Holders Meeting, respectively, and Act II elects to adjourn the Shareholders Meeting or the Warrant Holders Meeting to a later date or dates to permit further solicitation and vote of proxies if reasonably determined to be necessary or desirable by Act II. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal — The Purchase Agreement.”
Q:
Will Act II enter into any equity financing arrangements in connection with the Business Combination?
A
Yes.   On February 12, 2020, Act II entered into Subscription Agreements with certain investors (collectively, the “PIPE Investors”) pursuant to which, among other things, such investors agreed to subscribe for and purchase, and Act II agreed to issue and sell to such investors, 7,500,000 shares of Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. private placement warrants exercisable for 2,631,750 shares of Whole Earth Brands, Inc. common stock for gross proceeds of approximately $75,000,000 (the “Private Placement”). Act II granted certain customary registration rights to the PIPE Investors.
The PIPE Investors’ obligation to consummate the PIPE Financing is conditioned upon the following:

no suspension of the qualification of the Act II Class A Shares or the shares of Whole Earth Brands, Inc. common stock for offering or sale or trading in the United States prior to the closing of the PIPE Financing;

all representations and warranties of Act II and each PIPE Investor contained in the relevant Subscription Agreement must be true and correct in all material respects as of the closing of the PIPE Financing, and consummation of the PIPE Financing will constitute a reaffirmation by Act II and each PIPE Investor of each of the representations, warranties and agreements of each such party contained in the Subscription Agreements as of the closing of the PIPE Financing;

as of the closing of the PIPE Financing, a judgment, order, law, rule or regulation must not be enacted, issued, promulgated, enforced or entered by a governmental authority that has the effect of making consummation of the PIPE Financing illegal or otherwise prohibiting or enjoining consummation of the PIPE Financing;

the Business Combination and the Debt Financing (as defined in the Purchase Agreement) must be consummated prior to June 30, 2020, substantially concurrently with the closing of the PIPE Financing in accordance with the terms of the Purchase Agreement, the Sponsor Support Agreement and the Debt Commitment Letter (as defined in the Purchase Agreement), and the provisions and conditions of the Purchase Agreement must not be amended, and the provisions and conditions of the Sponsor Support Agreement and the Debt Commitment Letter, must not be waived, further amended, supplemented or otherwise modified in any respect materially adverse to
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the PIPE Investors (except that waivers, further amendments, supplements or other modifications may be consented to on behalf of all PIPE Investors by the prior written consent of the PIPE Investors investing at least sixty-six and two thirds percent (66.67%) of the PIPE Financing);

Baron Funds must purchase no less than $20 million of Act II Class A Shares and private placement warrants (in the same proportion of Act II Class A Shares to private placement warrants purchased by the other PIPE Investors) simultaneously with the closing of all the other PIPE Financing transactions in accordance with the terms of each of the relevant Subscription Agreements;

After giving effect to the Transaction, the Debt Financing, and the transactions contemplated by the Subscription Agreements, the total debt of Act II and its subsidiaries (inclusive of any unpaid principal and premium under any credit facilities, liabilities evidenced by bonds, notes, or other similar instruments, obligations evidenced by letters of credit to the extent drawn, and obligations under capital leases that would at such time be required to be capitalized and reflected as a liability on a balance sheet) less cash and cash equivalents must not exceed $213,000,000, at the closing of the PIPE Financing;

Simultaneously with the closing of the PIPE Financing, the Sponsor and its affiliates must irrevocably forfeit to Act II for no consideration 3,000,000 Act II Class B Shares and 6,750,000 private placement warrants;

More than 50% of the Act II Class A Shares issued and outstanding as of December 16, 2019 must not be redeemed by the holders of the Act II Class A Shares in connection with the Transaction;

Prior to or simultaneously with the consummation of the PIPE Financing, Act II must reduce the number of Act II Class A Shares issuable upon exercise of the private placement warrants by 7,500,000 by paying the holders of such warrant $0.75 per private placement warrant in exchange for reducing the shares issuable upon exercise of such warrants by one-half (except the payment amount per private placement warrant may be amended with the prior written consent of the PIPE Investors investing at least sixty-six and two thirds percent (66.67%) of the PIPE Financing); and

The Domestication must have occurred, and the Act II Class A Shares issued under the Subscription Agreements and upon exercise of the private placement warrants must be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance.
The ordinary shares and private placement warrants to be offered and sold in connection with the Private Placement have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder without any form of general solicitation or general advertising. The proceeds from the Private Placement will be used to fund a portion of the aggregate cash obligations (as defined under the Purchase Agreement) for the Business Combination.
Q:
What happens if the Business Combination is not consummated?
A:
Act II will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Purchase Agreement. If Act II is not able to complete the Business Combination with Merisant and MAFCO by April 30, 2021 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, Act II will: (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if
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any), subject to applicable law, and (3) as promptly as reasonably possible following such redemption, subject to the approval of Act II’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Q:
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
A:
Neither Act II’s shareholders nor Act II’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Law or under the DGCL.
Q:
Why is Act II holding the Warrant Holders Meeting?
A:
Act II is holding the Warrant Holders Meeting to seek approval from the Public Warrant Holders to amend the Warrant Agreement to reduce the number of shares of Whole Earth Brands, Inc. common stock issuable upon exercise of the outstanding warrants, and thereby reduce the amount by which Whole Earth Brands, Inc.’s stockholders would otherwise have been diluted from the future exercise of Whole Earth Brands, Inc.’s outstanding warrants. At the Warrant Holders Meeting, Act II will ask its Public Warrant Holders to approve and consent to amend to the terms of the Warrant Agreement governing Act II’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination, (i) each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of $11.50 per share, will become exercisable for one-half of one share at an exercise price of $5.75 per one-half share ($11.50 per whole share) and (ii) each holder of a warrant will receive, for each such warrant, a cash payment of $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment). A summary of the Warrant Amendment Proposal is set forth in the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal” of this proxy statement/prospectus and a complete copy of the Amended and Restated Warrant Agreement is attached hereto as Annex H.
In addition, at the Warrant Holders Meeting, the Public Warrant Holders will also be asked to approve a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the Warrant Holders Meeting, there are not sufficient votes to approve the Warrant Amendment Proposal. This is referred to herein as the Warrant Holders Adjournment Proposal. This proposal will only be presented at the Warrant Holders Meeting if there are not sufficient votes to approve the Warrant Amendment Proposal.
Q:
What do I need to do now?
A:
Act II urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. Act II’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q:
How do I vote?
A:
If you are a record owner of your shares and/or warrants, there are two ways to vote your Act II ordinary shares and/or warrants at the Shareholders Meeting and/or the Warrant Holders Meeting:
You Can Vote By Signing and Returning the Enclosed Proxy Card.   If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares and/or your warrants as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Act II board “FOR” the Business Combination Proposal, Domestication Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal, Organizational Documents Proposal and Adjournment Proposal (if presented). If you sign and return the proxy card but do not give instructions on how to vote your warrants, your
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warrants will be voted as recommended by the Act II board “FOR” the Warrant Amendment Proposal and the Warrant Holders Adjournment Proposal (if any). Votes received after a matter has been voted upon at the Shareholders Meeting or the Warrant Holders Meeting will not be counted.
You Can Attend the Shareholders Meeting and/or the Warrant Holders Meeting and Vote in Person.    When you arrive, you will receive a ballot that you may use to cast your vote.
If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares or warrants you beneficially own are properly counted. If you wish to attend the Shareholders Meeting or the Warrant Holders Meeting and vote in person and your shares or warrants are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Act II can be sure that the broker, bank or nominee has not already voted your shares or warrants.
Q:
What if I do not vote my Act II ordinary shares and/or warrants or if I abstain from voting?
A:
The approval of the Business Combination Proposal, the Incentive Award Plan Proposal, the Stock Issuance Proposal and the Adjournment Proposal, if presented, requires the affirmative vote of a majority of the outstanding Act II ordinary shares as of the Record Date that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Organizational Documents Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Act II ordinary shares as of the Record Date that are present and vote at the Shareholders Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Shareholder Proposals. As a result, if you abstain from voting on the Shareholder Proposals, your Act II ordinary shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the Memorandum and Articles of Association), but the abstention will have no effect on the outcome of such proposal.
The Sponsor has agreed to vote all the Act II Class B Shares and any other public shares they may hold in favor of all the proposals being presented at the Shareholders Meeting. As a result, to approve each of the Business Combination Proposal, Stock Issuance Proposal, Incentive Award Plan Proposal, and Adjournment Proposal, assuming that only a quorum is present, 1,875,001, or approximately 6.25%, of the 30,000,000 Act II Class A Shares are needed to vote in favor. To approve each of the Domestication Proposal and Organizational Documents Proposal, assuming that only a quorum is present, 5,000,001, or approximately 16.67%, of the 30,000,000 Act II Class A Shares are needed are needed to vote in favor.
The approval of the Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Public Warrants. The Warrant Holders Adjournment Proposal, if presented, requires the affirmative vote by the holders of a majority of the outstanding Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. Abstentions will have the same effect as a vote against the Warrant Amendment Proposal but will have no effect on the Warrant Holder Adjournment Proposal, if presented. Broker non-votes will have the same effect as a vote against the Warrant Amendment Proposal, but will have no effect on the Warrant Holder Adjournment Proposal.
To approve the Warrant Amendment Proposal, 9,750,000 of the 15,000,000 public warrants are needed to vote in favor. To approve the Warrant Holders Adjournment Proposal, 7,500,001 public warrants are needed to vote in favor.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No.   If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your
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broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Shareholders Meeting, and otherwise will have no effect on a particular proposal.
Q:
When and where will the Shareholders Meeting be held?
A:
The Shareholders Meeting will be held at 8:30 a.m., Eastern Time, on June 15, 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, unless the Shareholders Meeting is adjourned.
Q:
When and where will the Warrant Holders Meeting be held?
A:
The Warrant Holders Meeting will be held at 8:00 a.m., Eastern Time, on June 15, 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, unless the Warrant Holders Meeting is adjourned.
Q:
Who is entitled to vote at the Shareholders and Warrant Holders Meeting?
A:
Act II has fixed May 1, 2020 as the Record Date. If you were a shareholder of Act II at the close of business on the Record Date, you are entitled to vote on matters that come before the Shareholders Meeting. However, a shareholder may only vote his, her or its shares of Public Warrants, as applicable, if he, she or it is present in person or is represented by proxy at the Shareholders Meeting. If you were a Public Warrant Holder of Act II at the close of business on the Record Date, you are entitled to vote on matters that come before the Warrant Holders Meeting. However, a Public Warrant Holder may only vote his, her or its warrants if he, she or it is present in person or is represented by proxy at the Warrant Holders Meeting.
Q:
How many votes do I have?
A:
Act II shareholders are entitled to one vote at the Shareholders Meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the Shareholders Meeting, there were 30,000,000 Act II Class A Shares, which were issued to the public in connection with the Act II IPO, and 7,500,000 Act II Class B Shares, which were issued to the Sponsor, issued and outstanding.
Public Warrant Holders are entitled to one vote at the Public Warrant Holders Meeting for each public warrant held of record as of the record date. As of the close of business on the record date for the Public Warrant Holders Meeting, there were 15,000,000 public warrants, which were issued to the public in connection with the Act II IPO, issued and outstanding.
Q:
What constitutes a quorum?
A:
A quorum of Act II shareholders is necessary to hold a valid meeting. A quorum will be present at the Shareholders Meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the Shareholders Meeting are represented in person or by proxy. As of the record date for the Shareholders Meeting, 18,750,001 ordinary shares would be required to achieve a quorum.
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A quorum of Act II Public Warrant Holders is necessary to hold a valid meeting. A quorum will be present at the Warrant Holders Meeting if the holders of a majority of the outstanding public warrants that are entitled to vote at the Warrant Holders Meeting are represented in person or by proxy. As of the record date for the Warrant Holders Meeting, 7,500,001 public warrants would be required to achieve a quorum.
Q:
What vote is required to approve each proposal at the Shareholders Meeting and Warrant Holders Meeting?
A:
The following votes are required for each proposal at the Shareholders Meeting:
(i)
Business Combination Proposal:   The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
(ii)
Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
(iii)
Organizational Documents Proposal:   The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
(iv)
Stock Issuance Proposal:   The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
(v)
Incentive Award Plan Proposal:   The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
(vi)
Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
The Sponsor has agreed to vote all the Act II Class B Shares and any other public shares they may hold in favor of all the proposals being presented at the Shareholders Meeting. As a result, to approve each of the Business Combination Proposal, Stock Issuance Proposal, Incentive Award Plan Proposal, and Adjournment Proposal, assuming that only a quorum is present, 1,875,001, or approximately 6.25%, of the 30,000,000 Act II Class A Shares are needed to vote in favor. To approve each of the Domestication Proposal and Organizational Documents Proposal, assuming that only a quorum is present, 5,000,001, or approximately 16.67%, of the 30,000,000 Act II Class A Shares are needed are needed to vote in favor.
The following votes are required for each proposal at the Warrant Holders Meeting:
(i)
The Warrant Amendment Proposal:   The approval of the Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Public Warrants.
(ii)
The Warrant Holders Adjournment Proposal:   The Warrant Holders Adjournment Proposal, if presented, requires the affirmative vote by the holders of a majority of the outstanding Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. Abstentions will have the same effect as a vote against the Warrant Amendment Proposal but will have no effect on the Warrant Holder Adjournment Proposal, if presented.
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To approve the Warrant Amendment Proposal, 9,750,000 of the 15,000,000 public warrants are needed to vote in favor. Toapprove the Warrant Holders Adjournment Proposal, 7,500,001 public warrants are needed to vote in favor.
Q:
What are the recommendations of Act II’s board of directors?
A:
Act II’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Shareholders Meeting are in the best interest of Act II’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Award Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Shareholders Meeting.
Act II’s board of directors believes that the Warrant Amendment Proposal and the other proposals to be presented at the Warrant Holders Meeting are in the best interest of Act II’s warrant holders and unanimously recommends that its warrant holders vote “FOR” the Warrant Amendment Proposal and “FOR “the Warrant Holders Adjournment Proposal, if presented.
The existence of financial and personal interests of one or more of Act II’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Act II and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Act II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
How does the Sponsor intend to vote its shares?
A:
Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote all the Act II Class B Shares and any other public shares they may hold in favor of all the proposals being presented at the Shareholders Meeting. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor, Merisant and MAFCO or our or their respective directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Act II’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Merisant and MAFCO or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposal,
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(3) satisfaction of the requirement that the Minimum Available Cash Amount condition is satisfied, (4) otherwise limiting the number of public shares electing to redeem and (5) Whole Earth Brands, Inc.’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination).
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Shareholders Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Shareholders Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Q:
What happens if I sell my Act II ordinary shares before the Shareholders Meeting?
A:
The Record Date for the Shareholders Meeting is earlier than the date of the Shareholders Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable Record Date, but before the Shareholders Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes.   Shareholders may send a later-dated, signed proxy card to Act II’s Secretary at Act II’s address set forth below so that it is received by Act II’s Secretary prior to the vote at the Shareholders Meeting (which is scheduled to take place on June 15, 2020) or attend the Shareholders Meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Act II’s Secretary, which must be received by Act II’s Secretary prior to the vote at the Shareholders Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Warrant Holders may send a later-dated, signed proxy card to Act II’s Secretary at Act II’s address set forth below so that it is received by Act II’s Secretary prior to the vote at the Warrant Holders Meeting (which is scheduled to take place on June 15, 2020) or attend the Warrant Holders Meeting in person and vote. Warrant Holders also may revoke their proxy by sending a notice of revocation to Act II’s Secretary, which must be received by Act II’s Secretary prior to the vote at the Warrant Holders Meeting. However, if your warrants are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q:
What happens if I fail to take any action with respect to the Shareholders Meeting?
A:
If you fail to take any action with respect to the Shareholders Meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of Whole Earth Brands, Inc. If you fail to take any action with respect to the Shareholders Meeting, and the Business Combination is not approved, you will remain a shareholder or warrant holder of Act II. However, if you fail to vote with respect to the Shareholders Meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).
Q:
What should I do with my share certificates, warrant certificates or unit certificates?
A:
Shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, Act II’s transfer agent, prior to the Shareholders Meeting.
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Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on June 11, 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed.
Warrant Holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.
Upon the Domestication, holders of Act II units, Act II Class A Shares, Act II Class B Shares and warrants will receive shares of Whole Earth Brands, Inc. common stock and warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, Act II Class A Shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Act II Class B Shares or warrants.
Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
Q:
Who will solicit and pay the cost of soliciting proxies for the Shareholders Meeting?
A:
Act II will pay the cost of soliciting proxies for the Shareholders Meeting. Act II has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Shareholders Meeting. Act II has agreed to pay Morrow a fee of $25,000, plus disbursements (to be paid with non-trust account funds). Act II will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Act II Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of Act II Class A Shares and in obtaining voting instructions from those owners. Act II’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
Where can I find the voting results of the Shareholders Meeting and/or Warrant Holders Meeting?
A:
The preliminary voting results will be expected to be announced at the Shareholders Meeting and Warrant Holders Meeting. Act II will publish final voting results of the Shareholders Meeting and Warrant Holders Meeting in a Current Report on Form 8-K within four business days after the Shareholders Meeting and Warrant Holders Meeting.
Q:
Who can help answer my questions?
A:
If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:
Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Individuals call toll-free: (800) 662-5200
Banks and Brokerage Firms, please call (203) 658-9400
Email: ACTT.info@investor.morrowsodali.com
You also may obtain additional information about Act II from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, Act II’s transfer agent, at the address below prior to the Shareholders Meeting. Holders must complete the procedures for electing
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to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on June 11, 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Shareholders Meeting or the Warrant Holders meeting, as applicable, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Purchase Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Purchase Agreement is also described in detail in this proxy statement/prospectus in the section entitled “Business Combination Proposal — The Purchase Agreement.”
Unless otherwise specified, all share calculations (1) assume no additional exercise of redemption rights by the public shareholders in connection with the Business Combination and (2) do not include any shares issuable upon the exercise of the warrants.
Combined Business Summary
The following section describes the expected business and operations of Whole Earth Brands, Inc. and its subsidiaries subsequent to the consummation of the Business Combination.
Company Overview
Upon the closing of the Business Combination, Whole Earth Brands, Inc. will become a global industry-leading platform, focused on the “better for you” consumer packaged goods (“CPG”) and ingredients space. The Company’s branded products and ingredients will be uniquely positioned to capitalize on the global secular consumer shift away from sugar and toward clean label products and natural alternatives. The Company will operate a proven platform organized into two segments:

Branded CPG will comprise a global CPG business focused on building a branded portfolio oriented toward serving customers seeking zero-calorie, low-calorie, natural, no-sugar-added and plant-based products. At closing, the Branded CPG business will continue to operate the Company’s leading brands in the low- and zero-calorie sweetener market, such as Whole Earth®, Equal®, Canderel® and Pure Via®, and existing branded adjacencies.

Flavors & Ingredients will comprise the global business-to-business focused operations with a long history as a trusted supplier of essential, functional ingredients to some of the CPG industry’s largest and most demanding customers. At closing, the Flavors & Ingredients segment will continue to operate the Company’s leading licorice-derived products business.
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Going forward, the Whole Earth Brands, Inc. platform can be leveraged to support new product development, further geographic expansion and to pursue M&A activity. Whole Earth Brands, Inc. will seek to expand its branded products platform through investment opportunities in the natural alternatives and clean label categories across the global consumer products industry. Over time, Whole Earth Brands, Inc. will look to become a portfolio of brands that Open a World of Goodness™ to consumers and their families.
Whole Earth Brands, Inc. Strengths
Global Leader in the Tabletop Zero-Calorie Sweetener Category
Whole Earth Brands, Inc.’s Branded CPG segment will be a global leader in the tabletop zero-calorie sweetener category. The Company will have an established, highly recognizable portfolio of leading brands in large and growing markets across the globe. Legacy brands Equal and Canderel have an approximate 40-year sales history and hold the #1 rank in most of the Company’s key markets, putting them among the most recognized tabletop sweetener brands in the world. Management estimates brand awareness is between 80% and 95% in the Company’s top markets.
The Company’s portfolio will also include two rapidly growing brands targeting the high-growth natural sweetener category, Whole Earth and Pure Via. Both Whole Earth and Pure Via are in the early stages of their growth and are supported by cost-effective marketing and promotional spend.
Leading Global Manufacturer of Natural Licorice Extract and Derivative Products
Whole Earth Brands, Inc.’s Flavors & Ingredients segment will be the world’s leading manufacturer of licorice extract and derivative products. For over 150 years, the business has played a key role as a supplier of licorice products and has developed valuable, long-term relationships with many key customers, including large, domestic tobacco companies and global flavor house companies. The Company expects to maintain its position by delivering high quality licorice extract and derivative products that meet its customers’ strict requirements and by providing a high level of security of supply and superior service to its customers. Historically, the extracts and derivatives businesses of Merisant and MAFCO consistently secured multi-year contracts, illustrating the strategic importance of the Company’s products within customer supply chains. Management expects to continue to secure multi-year contracts going forward.
Diversified Customer Base Serving a Variety of End Markets
Whole Earth Brands, Inc. is expected to maintain a large and diverse global customer base across the Branded CPG and Flavors & Ingredients segments. In 2019, no single customer accounted for more than 10% of total sales. Management and Act II have identified significant opportunities for increasing the customer base via geographic expansion, distribution gains and product innovation.
Low Capital Expenditure Requirements and Attractive Cash Flow Generation Profile
Whole Earth Brands, Inc. is expected to operate with low capital expenditure requirements. The stable free cash flow profile of the business is expected to provide flexibility to drive growth through research and development, brand investment and acquisitions. Branded CPG cash flows benefit from strong brand equity and robust margins. Furthermore, Flavors & Ingredients cash flows benefit from certain barriers to entry, such as long-term customer relationships and an integrated supply chain. Recent restructuring initiatives across both the Branded CPG and Flavors & Ingredients segments are expected to support margin gains and help maintain attractive free cash flow conversion going forward.
Global Platform Serving Over 100 Countries
Whole Earth Brands, Inc. will serve customers in over 100 countries, with robust infrastructure in place to support these operations and grow the business. The Company will have five manufacturing sites serving the Flavors & Ingredients segment and one manufacturing site serving the Branded CPG segment. In addition, the Company will utilize a global network of 20 co-manufacturers and a strong and scalable distribution network of third-party logistics companies and distributors that can support a growing
2

business. The Act II team has strong global relationships with many customers and channels, including grocery, club stores, distributors and food service operators across a number of key geographies that could accelerate new product placement and help Whole Earth Brands, Inc. expand its presence in currently under-penetrated markets such as India and China.
Proven Management Team
Whole Earth Brands, Inc. will be led by an experienced management team that intends to execute on various value creation strategies honed at Hain Celestial, PepsiCo, and other successful CPG companies. Following the Closing, it is expected that the Company will be led by Chief Executive Officer Albert Manzone, who will be supported by Chief Financial Officer Andy Rusie and President of Flavors & Ingredients Luke Bailey. In addition, it is expected that Irwin D. Simon, founder and former CEO of Hain Celestial, will serve as Executive Chairman.
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Growth Strategies
Continue to Drive Product Innovation and Selected Product Extensions
Whole Earth Brands, Inc.’s management team will focus on product innovation in both fast growing natural products (Whole Earth, Pure Via) and the artificial business (Equal, Canderel). Recent product launches across various geographical markets have been well received by consumers, and management believes that sales of new products will continue to have a positive impact on revenue going forward. In the Branded CPG segment, the recently-launched and soon-to-be-launched product pipeline includes:

Flavors:   French Vanilla and Pumpkin Spice sold under the Equal brand name

Functionals:   Vitamins, caffeine and anti-inflammatory (turmeric) sold under both the Equal and Whole Earth brand names

Baking Products:   Sweeteners using erythritol, allulose and monk fruit sold under the Whole Earth brand names

Sugar-Laden Adjacencies:   Jams, chocolate and granola sold under the Pure Via, Canderel and Whole Earth brand names
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In the Flavors & Ingredients segment, the Company will sell over 400 customer-specific licorice products, which are used across a wide variety of end markets and applications. The Company is expected to be able to adapt to changing market conditions, and the management team has identified opportunities for continued research and development, and expansion of product offerings as consumer preferences shift towards natural products.
Licorice derivatives, including the Company’s trademark line of Magnasweet® products, are widely used in low-calorie, low-salt and low-fat food and beverage applications. Licorice derivatives have specific functional properties that solve problems for product developers across a wide range of applications. In food and beverage applications, licorice derivatives are effective as flavoring agents and are used for masking undesirable tastes and enhancing, intensifying and prolonging sweetness and other flavors. The Company’s licorice derivatives are also important functional ingredients in personal care products, principally for their moisturizing properties, and are used to help soothe topical skin conditions and irritations. In cosmetics, they are used for skin smoothing and to brighten skin appearance. In pharmaceuticals, licorice derivatives are used in a variety of products such as over-the-counter cough medicines, gastrointestinal and liver medications.
Support North American Growth with Natural Product Sales, New Product Innovation Launches, and Distribution Gains
Whole Earth Brands, Inc. will have a strong market presence in North America, which is expected to be enhanced by growth in consumer demand for natural products, new product innovation and distribution gains. The Branded CPG division’s North American net sales grew 2% in 2019, outperforming key competing brands in the retail grocery sales channel in 2019. The primary driver was increased sales of Whole Earth branded products and new innovation launches for products under the Equal brand.
Management believes that there is a large opportunity for growth in North America and that Whole Earth Brands, Inc. will benefit from Act II’s contacts and relationships in the natural retailer channel, and increased brand support and reinvestment of cash flow. These efforts are intended to drive retailer support and engagement with club stores and super regional grocers to help increase distribution of our new products. Higher brand support is intended to engage consumers in a targeted way to increase product awareness amongst natural affinity groups. In addition, significant opportunity remains within the food service channel to deliver the Company’s full suite of original sweeteners (i.e., all zero-calorie sweetener types) and satisfying growing consumer demand for natural alternatives in food service settings where such products have low, but growing penetration.
Support Continued Growth in Developing Economies and Entrance Into New Geographies
Sugar-related health problems are becoming a critical concern to governments and populations in developing economies as diabetes and obesity rates rise. Management believes that the need for solutions, together with rising incomes in these geographies, represent macro tailwinds driving local consumers to seek alternatives to sugar. Positive consumption and awareness trends are driving sweetener penetration rates and expanding the category in these countries. Moreover, consumer affinity for developed economy brands such as Equal and Canderel, position them as premier products. Whole Earth Brands, Inc. will focus on accelerating brand-building, innovation and marketplace execution in geographies where Equal and Canderel are considered premier brands.
In the Latin America and Asia Pacific regions, adoption of the Company’s original products has been strong and, on a constant currency basis, net sales grew 5% and 8%, respectively, in 2019. In addition, Whole Earth Brands, Inc. is expected to have significant new opportunities for growth in India and China. Management believes that the Company is underpenetrated in these two large markets and that the Act II team can help increase distribution by accessing prior relationships.
Supplement Organic Growth with Targeted Tuck-In M&A
Management and Act II have significant experience in executing and integrating M&A transactions and view targeted tuck-in M&A as a core part of Whole Earth Brands, Inc.’s value creation strategy. Management and Act II maintain a robust list of potentially actionable acquisition opportunities across
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end markets to build scale, strengthen market position, enter new geographies globally, and expand into new product verticals. These potential targets cover both the Branded CPG and Flavors & Ingredients segments, and include companies in a variety of sizes and geographies.
The Parties to the Business Combination
Act II
Act II is a blank check company incorporated as a Cayman Islands exempted company on August 16, 2018. Act II was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
The registration statement for the Act II IPO was declared effective on April 25, 2019. On April 30, 2019, Act II consummated the Act II IPO of 30,000,000 units, inclusive of 3,900,000 units sold to the underwriters upon the election to partially exercise their over-allotment option at $10.00 per unit, generating gross proceeds of $300,000,000. Each unit consists of one of Act II Class A Shares, and one-half of one warrant. Each whole warrant entitles the holder to purchase one Act II Class A Share. Simultaneously with the closing of the Act II IPO, Act II consummated the sale of 6,750,000 warrants at a price of $1.00 per private placement warrant in a private placement to the Sponsor, generating gross proceeds of $6,750,000.
Following the closing of the Act II IPO on April 30, 2019, an amount of $300,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the Act II IPO and the sale of the private placement warrants was placed in the trust account, which has been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by Act II, until the earlier of: (i) the consummation of a business combination or (ii) Act II’s failure to consummate a business combination by April 30, 2021.
Act II units, public shares and public warrants are listed on Nasdaq under the symbols “ACTTU,” “ACTT,” and “ACTTW,” respectively.
Act II’s principal executive office is located at 745 5th Avenue, New York, New York 10151. Act II’s corporate website address is www.wholeearthbrands.com. Act II’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
Merisant and MAFCO and Their Subsidiaries
Merisant
Merisant is a worldwide leader in tabletop zero-calorie and low-calorie sweeteners. Merisant manufactures, markets and distributes packaged zero-calorie and low-calorie tabletop sweeteners for the domestic and international consumer food markets, primarily under the Whole Earth®, Equal®, Canderel® and Pure Via® brands. Merisant distributes its products via the retail, food service and e-commerce channels. Merisant does not make or sell ingredients. A summary of Merisant’s flagship brands includes:

Whole Earth:   A fast growing, global low-calorie sweetener brand in the natural segment of the market, primarily marketed in North America, Australia and New Zealand.

Equal:   primarily marketed in North America, the Asia/Pacific region, and Latin America.

Canderel:   primarily marketed in Europe, Africa and the Middle East.

Pure Via:   A fast growing, global low-calorie sweetener brand in the natural segment of the market, primarily marketed in Western Europe.
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Since the introduction of the original Canderel and Equal products in 1979 and 1982, respectively, Merisant and its predecessor entities have offered consumers high quality alternatives to sugar for daily use. As the global health crisis related to sugar consumption continues to grow, consumers remain focused on finding substitutes for tabletop sugar and sugar-laden products. In recent years, Merisant has met consumer demand by introducing new natural sweeteners made from stevia and naturally derived sugar alcohols under Whole Earth and Pure Via brands (as well as under the Canderel and Equal brands) and introduced low- or no-sugar alternatives to traditionally sugar-laden products such as chocolate, jams, granola, and cereal bars. These initiatives have further established Merisant as a leader in the “better for you” movement away from sugar.
Mafco Worldwide
Founded in 1850, Mafco Worldwide has been a leading global manufacturer and supplier of licorice derivative and extract products, primarily serving beverage, confectionary, cosmetic, food, nutritional, pharmaceutical, personal care and tobacco end markets. Mafco Worldwide’s products provide a variety of solutions to its customers including flavoring enhancement, flavor / aftertaste masking, moisturizing, product mouth feel modification and skin soothing characteristics. A summary of Mafco Worldwide’s products includes:

Derivative Products:   Derivative products are based on a unique compound found only in licorice root, glycyrrhizic acid.Mafco Worldwide sells derivative products both as a line of proprietary compound flavors under the Magnasweet® brand as well as in a pure isolated form.

Extract Products:   Extract products are a concentrated form of the water-soluble extractible solids from the raw licorice root.Once extraction is complete, the extract is converted into powder, semi-fluid or blocks, depending on the customer’s requirements.
Mafco Worldwide’s ability to reliably deliver a consistent, highly customized, superior product has been at the core of its longevity and long-term customer relationships. As of December 31, 2019, Mafco Worldwide sells over 400 customer-specific licorice products and consistently meets demanding taste, chemical, physical, microbiological and regulatory specifications and standards. Mafco Worldwide’s ability to deliver this breadth of products is due to its extensive knowledge and experience with the raw material sourcing and manufacturing processes. This is further supported by Mafco Worldwide’s industry leading supply security and availability, which consists of best-in-class supply chain capabilities, long-standing relationships with key raw material suppliers, and maintenance of substantial raw material reserve inventory around the world.
Proposals to be Put to the Shareholders of Act II at the Shareholders Meeting
The following is a summary of the proposals to be put to the Shareholders Meeting of Act II and certain transactions contemplated by the Purchase Agreement. Each of the proposals below, except the Incentive Plan Proposal, the Warrant Amendment Proposal and the Adjournment Proposal, is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Warrant Amendment Proposal are each conditioned upon the approval of each of the proposals below, except for the Adjournment Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Purchase Agreement will be consummated only if the Condition Precedent Proposals are approved at the Shareholders Meeting.
Business Combination Proposal
As discussed in this proxy statement/prospectus, Act II is asking its shareholders to consider and vote upon a proposal to approve by ordinary resolution and adopt the purchase agreement, dated as of December 19, 2019 (the “Purchase Agreement”), as amended on February 12, 2020, and May 8, 2020, by and among Act II, Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”) and Mafco Foreign Holdings, Inc. (together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”), and, for the purposes of Amendment No. 2 to the Purchase Agreement, Project Taste Intermediate LLC, a copy of which is attached to this proxy
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statement/prospectus statement as Annexes A-1, A-2 and A-3. The Purchase Agreement provides for, among other things, Act II’s (or its designee’s) purchase of all of the outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland GmbH (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, and their respective direct and indirect subsidiaries, “Merisant and MAFCO”), in accordance with the terms and subject to the conditions of the Purchase Agreement (the transactions contemplated by the Purchase Agreement, the “Business Combination”) as more fully described elsewhere in this proxy statement/prospectus (we refer to this proposal as the “Business Combination Proposal”). After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal — Act II’s Board of Directors’ Reasons for the Business Combination,” Act II’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for Act II’s initial public offering, including that the business of Merisant and MAFCO and their subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). For more information about the transactions contemplated by the Purchase Agreement, see “Business Combination Proposal.”
Aggregate Consideration
Subject to the terms and conditions set forth in the Purchase Agreement, at the closing of the Business Combination (the “Closing”), the Sellers will receive (i) $415,000,000 in cash (the “Base Cash Consideration”) (which, under certain conditions, may be reduced by Act II by up to $20,000,000 immediately prior to Closing in exchange for a dollar-for-dollar increase in the Common Stock Consideration), plus or minus the Adjustment Amount (as defined in the Purchase Agreement) (the “Cash Consideration”), and (ii) that number of shares of Whole Earth Brands, Inc. common stock equal to the higher of (1) 2,500,000 or (2) the quotient of (x) the sum of $25,000,000 plus the amount, if any, by which the Base Cash Consideration is reduced by Act II in accordance with the terms of the Purchase Agreement, divided by (y) the lowest per share price at which Act II Class A Shares sold to any person from and after the date of the Purchase Agreement but prior to, at or in connection with the Closing (the “Common Stock Consideration”).
Immediately following the Closing, Act II Global LLC (the “Sponsor”) will place 2,000,000 shares of Whole Earth Brands, Inc. common stock (which will be converted at Closing from Act II Class B Shares) (the “Escrowed Sponsor Shares”) into an escrow account to be held in escrow by Act II’s transfer agent. The Escrowed Sponsor Shares shall be released to the Sponsor upon the earliest to occur of (i) the volume weighted-average per-share trading price of shares of Whole Earth Brands, Inc. common stock being at or above $20.00 per share for twenty (20) trading days in any thirty (30)-trading day continuous trading period during the Escrow Period, (ii) a Change in Control, and (iii) the expiration of the Escrow Period.
Closing Conditions
The Closing is subject to customary conditions, including, among others, that (i) the applicable waiting period under the HSR Act has expired or been terminated, (ii) the shareholders of Act II have (A) approved and adopted the Purchase Agreement and the consummation of the Business Combination; (B) approved, for purposes of complying with applicable listing rules of Nasdaq, of the issuance of equity interests of Whole Earth Brands, Inc. in connection with the consummation of the Business Combination; and (C) approved of the redomestication of Act II to Delaware, (iii) at the Closing, after giving effect to (A) the completion of any redemptions by holders of the Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined in the Cayman Constitutional Documents) in accordance with the Cayman Constitutional Documents; and (B) all available amounts in the trust account established by Act II in connection with the consummation of the Act II IPO, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing and any additional equity financing, equals or exceeds $210,000,000 (the “Minimum Cash Condition”), and (iv) solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq.
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The Purchase Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Purchase Agreement would waive any such provision of the Purchase Agreement.
For further details, see “Business Combination Proposal — The Purchase Agreement.”
Domestication Proposal
As discussed in this proxy statement/prospectus, if the Business Combination Proposal is approved, then Act II will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Purchase Agreement, the board of directors of Act II has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of Act II’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Act II is currently governed by the Cayman Islands Companies Law, upon the Domestication, Whole Earth Brands, Inc. will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, Act II encourages shareholders to carefully review the information in “Comparison of Corporate Governance and Shareholder Rights.”
As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding unit of Act II will automatically separate into one Act II Class A Share and one-half of one Act II warrant, (2) each then issued and outstanding Act II Class B Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock, (3) each then issued and outstanding Act II Class A Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock and (4) each then issued and outstanding Act II warrant will convert automatically into a Whole Earth Brands, Inc. warrant.
For further details, see “Domestication Proposal.”
Organizational Documents Proposal
If the Business Combination Proposal and the Domestication Proposal are approved, Act II will ask its shareholders to approve by special resolution a proposal in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Law, with the Proposed Organizational Documents, under the DGCL (the “Organizational Documents Proposal”). Act II’s board has unanimously approved the Organizational Documents Proposal and believes such proposal is necessary to adequately address the needs of Whole Earth Brands, Inc. after the Business Combination. Approval of the Organizational Documents Proposal is a condition to the consummation of the Business Combination. A brief summary of the Organizational Documents Proposal is set forth below. This summary is qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.
Proposal No. 3 — Organizational Documents Proposal — to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including (1) changing the corporate name from “Act II Global Acquisition Corp.” to “Whole Earth Brands, Inc.,” (2) making Whole Earth Brands, Inc.’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, and (4) removing certain provisions related to Act II’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Act II’s board of directors believes is necessary to adequately address the needs of Whole Earth Brands, Inc. after the Business Combination.
The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and Act II encourages shareholders to review carefully the information set out in the section entitled “Organizational Documents Proposal” and the full text of the Proposed Organizational Documents of Whole Earth Brands, Inc., attached hereto as Annexes F and G.
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Stock Issuance Proposal
Assuming the Business Combination Proposal, the Domestication Proposal, and the Organizational Documents Proposal are approved, Act II’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal.
Act II’s public shares are listed on Nasdaq and, as such, Act II is seeking shareholder approval of a proposal, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Whole Earth Brands, Inc. common stock to the Sellers in connection with the Business Combination and any person or entity in connection with any incremental equity issuances, to the extent such issuances would require a shareholder vote under Nasdaq Listing Rule 5635. For additional information, see “Stock Issuance Proposal.”
Incentive Award Plan Proposal
Assuming the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are approved, Act II’s shareholders are also being asked to approve by ordinary resolution the 2020 Plan, in order to comply with the applicable provisions of Nasdaq Listing Rules and the Internal Revenue Code. For additional information, see “Incentive Award Plan Proposal.”
Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the Shareholders Meeting to authorize Act II to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), Act II’s board of directors may submit a proposal to adjourn the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see “Adjournment Proposal.”
Warrant Amendment Proposal
Act II is proposing that its Public Warrant Holders approve the Warrant Amendment to provide that, immediately prior to the consummation of the Business Combination, (i) each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of $11.50 per share, will become exercisable for one-half of one share at an exercise price of $5.75 per one-half share ($11.50 per whole share) and (ii) each holder of a warrant will receive, for each such warrant, a cash payment of $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment). A summary of the Warrant Amendment Proposal is set forth in the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal” of this proxy statement/prospectus and a complete copy of the Amended and Restated Warrant Agreement is attached hereto as Annex H.
Warrant Holders Adjournment Proposal
The Warrant Holders Adjournment Proposal, if adopted, will allow the Act II board to adjourn the Warrant Holders Meeting to a later date or dates, including, if necessary to permit further solicitation and vote of proxies if it is determined by Act II that more time is necessary or appropriate to approve the Warrant Amendment Proposal. A summary of the Warrant Holders Adjournment Proposal is set forth in the section entitled “Warrant Holder Proposal 2: The Warrant Holders Adjournment Proposal” of this proxy statement/prospectus.
Act II’s Board of Directors’ Reasons for the Business Combination
In evaluating the Business Combination, the Act II board of directors consulted with Act II’s management and considered a number of factors. In particular, the Act II board of directors considered the following factors:
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Whole Earth Brands, Inc. and the Business Combination.   The Act II board of directors considered the following factors related to Whole Earth Brands, Inc. and the Business Combination:

Strong Global Tailwinds Supporting Growth:   The worldwide shift away from sugar to natural non-sugar sweeteners and products is a mega trend upon which Whole Earth Brands, Inc. is expected to grow. There is a growing demand for clean labels and natural ingredients, driven by consumers, retailers, and consumer packaged goods companies. Whole Earth Brands, Inc. will be the first publicly traded, global platform focused on this sizeable opportunity with a diverse set of brands and products.

Experienced and Proven Management Team:   Whole Earth Brands, Inc’s expected management team has extensive experience in strategic and operational roles in the consumer products industry. Following the closing, it is expected that Whole Earth Brands, Inc. will be led by Flavors Holdings Inc.’s existing management team, including Chief Executive Officer, Albert Manzone, Chief Financial Officer, Andy Rusie, and President of the Flavors & Ingredients business, Lucas Bailey. For additional information regarding Whole Earth Brands, Inc.’s executive officers, see the section entitled “Management of Whole Earth Brands, Inc. Following the Business Combination.”

Attractive Entry Valuation:   Whole Earth Brands, Inc. will have an anticipated initial enterprise value of $516 million, implying a 7.9x multiple of 2020 projected Pro Forma Adjusted EBITDA.

Strong Competitive Position:   The Branded CPG business is a global leader in the tabletop non-caloric sweetener category. Branded CPG products are highly recognized and have defensible market positions in key geographies with leading brands across product offerings such as Whole Earth, Equal, Candarel and Pure Via. The Flavors & Ingredients business is one of the world’s leading manufacturers and a preferred supplier of natural licorice products for a global, diversified, blue chip customer base across a variety of end markets. Flavors & Ingredients products have a wide range of applications including food, beverage, pharmaceutical, confectionary, cosmetic, personal care and tobacco products, and the business offers many products under the Magnasweet brand.

Actionable Acquisition Opportunities:   Existing management and Act II have identified a robust pipeline of potentially actionable acquisition opportunities which will enable Whole Earth Brands, Inc. to accelerate its growth and scale, strengthen its competitive positioning, and enter new geographies across the globe.

Asset-Lite Business Model and High Cash Flow Generation:    Merisant and MAFCO operate an asset-lite business model and as a result has high free cash flow generation. That free cash flow will allow for product innovation, brand investment, and synergistic tuck-in acquisitions that will fuel growth and drive return on capital.

Robust Research and Development Pipeline:   The existing management team has renewed Merisant and MAFCO’s focus on research and development and developed a robust pipeline of projects. New product launches will enable expansion into branded adjacencies, increased distribution through existing sales channels and entry into new markets.

Global Platform:   Merisant and MAFCO has a global reach serving over 100 countries and maintaining long-standing blue-chip customer relationships. The team currently operates six manufacturing facilities around the world and collaborates with 20 co-manufacturers across the globe.The current footprint enables cost-effective production and distribution of products around the world. Whole Earth Brands, Inc. will be well-positioned to enter into large, underpenetrated developing markets, including India and China.

Diversified Customer Base:   No single customer accounted for more than 10% of total sales in 2019.
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Underperforming Full Potential:   Act II is acquiring a longtime privately-held business, which was historically managed to maximize cash harvesting. Act II’s relationships and experience will enable Whole Earth Brands, Inc. to reach its full potential through a renewed focus on growth and efficient capital reinvestment.

Best Available Opportunity:   The Act II board of directors determined, after a thorough review of other business combination opportunities reasonably available to Act II, that the proposed Business Combination represents the best potential business combination for Act II based upon the process utilized to evaluate and assess other potential acquisition targets, and the Act II board of directors’ belief that such processes had not presented a better alternative.

Continued Ownership By Sellers:   The Act II board of directors considered that the Sellers would be rolling part of their equity (given that a portion of the cash proceeds are being used to pay down existing debt). The Act II board considered this as a strong sign of confidence in Whole Earth Brands, Inc. following the Business Combination and the benefits to be realized as a result of the Business Combination.

Results of Due Diligence:   The Act II board of directors considered the scope of the due diligence investigation conducted by Act II’s senior management and outside advisors, including E&Y and DLA Piper LLP (US), and evaluated the results thereof and information available to it related to Merisant and MAFCO, including:

extensive meetings and calls with Merisant and MAFCO’s management team regarding its operations and projections and the proposed transaction;

several in-person visits to Merisant and MAFCO’s facilities in Chicago, Illinois, Richmond, Virginia, Camden, New Jersey, France, Switzerland, Czech Republic and China; and

review of materials related to Flavors Holdings Inc. made available by the Sellers, including financial statements, material contracts, key metrics and performance indicators, benefit plans, intellectual property matters, labor matters, environmental matters, and other legal and business diligence.

Terms of the Purchase Agreement:   The Act II board of directors reviewed and considered the terms of the Purchase Agreement and the other related agreements, including the parties’ conditions to their respective obligations to complete the transactions contemplated therein and their ability to terminate the Purchase Agreement. See “Business Combination Proposal — The Purchase Agreement” for detailed discussions of the terms and conditions of these agreements.
The Act II board of directors also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:

Potential Inability to Complete the Business Combination:   The Act II board of directors considered the possibility that the Business Combination may not be completed and the potential adverse consequences to Act II if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction. They considered the uncertainty related to the Closing primarily outside of the control of the parties to the transaction, including the need for antitrust approval. Moreover, if Act II does not obtain shareholder approval at the Shareholders Meeting, the Sellers can continually obligate Act II to hold additional Shareholders Meetings to vote on the Condition Precedent Proposals until the earlier of such shareholder approval being obtained and June 30, 2020, the outside date under the Purchase Agreement. This could limit Act II’s ability to seek an alternative business combination that Act II shareholders may prefer after such initial vote. The Purchase Agreement also includes an exclusivity provision that prohibits Act II from soliciting other initial business combination proposals, which restricts Act II’s ability to consider other potential initial business combinations until the earlier of the termination of the Purchase Agreement or the consummation of the Business Combination. In addition, the Act II board of directors considered the risk that the current public shareholders of Act II would redeem
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their public shares for cash in connection with consummation of the Business Combination, thereby reducing the amount of cash available to Whole Earth Brands, Inc. following the consummation of the Business Combination and potentially requiring the Sellers to waive certain conditions under the Purchase Agreement in order for the Business Combination to be consummated.

Whole Earth Brands, Inc.’s Business Risks:   The Act II board of directors considered that Act II shareholders would be subject to the execution risks associated with Whole Earth Brands, Inc. if they retained their public shares following the Closing, which were different from the risks related to holding public shares of Act II prior to the Closing. In this regard, the Act II board of directors considered that there were risks associated with successful implementation of Whole Earth Brands, Inc.’s long-term business plan and strategy and Whole Earth Brands, Inc. realizing the anticipated benefits of the Business Combination on the timeline expected or at all. The Act II board of directors considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Act II shareholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination. For additional description of these risks, please see “Risk Factors.”

Post-Business Combination Corporate Governance; Terms of the Investors Agreement:   The Act II board of directors considered the corporate governance provisions of the Purchase Agreement, the Investors Agreement and the Proposed Organizational Documents and the effect of those provisions on the governance of the Company following the Closing.

Limitations of Review:   The Act II board of directors considered that they were not obtaining an opinion from any independent investment banking or accounting firm that the price Act II is paying to acquire Merisant and MAFCO is fair to Act II or its shareholders from a financial point of view. In addition, the Act II senior management and Act II’s outside counsel reviewed only certain materials in connection with their due diligence review of Merisant and MAFCO. Accordingly, the Act II board of directors considered that Act II may not have properly valued such business.

Limited Survival of Remedies for Breach of Representations, Warranties or Covenants of the Sellers:   The Act II board of directors considered that the terms of the Purchase Agreement provide that Act II will have limited surviving remedies against the Sellers after the Closing to recover for losses as a result of only certain inaccuracies or breaches of the Sellers’ representations, warranties or covenants set forth in the Purchase Agreement. As a result, Act II shareholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of Merisant and MAFCO prior to the Closing, whether determined before or after the Closing, without any ability to reduce the number of shares to be issued in the Business Combination or recover for the amount of any damages. The Act II board of directors determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms and it is expected that the current owner of Merisant and MAFCO will be the largest single stockholder in Whole Earth Brands, Inc. at the time of closing.

Litigation:   The Act II board of directors considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.

Fees and Expenses.   The Act II board of directors considered the fees and expenses associated with completing the Business Combination.

Diversion of Management.   The Act II board of directors considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on Whole Earth Brands, Inc.’s business.
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Interests of Act II’s Directors and Executive Officers:   The Act II board of directors considered the potential additional or different interests of Act II’s directors and executive officers, as described in the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination.” However, Act II’s board of directors concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for Act II’s initial public offering and are included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination by Act II with any other target business or businesses and (iii) a significant portion of the consideration to Act II’s directors and executive officers was structured to be realized based on the future performance of Whole Earth Brands, Inc.’s common stock.
For a more complete description of the Act II board of directors’ reasons for approving the Business Combination, including other factors and risks considered by the Act II board of directors, see the section entitled “Business Combination Proposal — Act II’s Board of Directors’ Reasons for the Business Combination.”
Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Purchase Agreement. For additional information, see “Business Combination Proposal — Related Agreements.”
Transfer Restrictions on the Sponsor’s Securities
In connection with the Act II IPO, the Sponsor agreed not to transfer, assign or sell any of its Act II Class B Shares (or securities into which such shares are convertible into) until the earlier to occur of: (A) one year after the completion of Act II’s initial business combination or (B) the date on which Act II completes a liquidation, merger, share exchange, reorganization or other similar transaction after its initial business combination that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Notwithstanding the foregoing, if the last sale price of Act II’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after its initial business combination, the Act II Class B Shares (or securities into which such shares are convertible into) will be released from the lock-up.
Investors Agreement
The Purchase Agreement contemplates that, at the Closing, Whole Earth Brands, Inc. will enter into the Investors Agreement with the Sponsor and Flavors Holdings (including such persons’ successors and together with their respective affiliates (other than Whole Earth Brands, Inc. and its subsidiaries), pursuant to which, among other things, (i) the Sponsor and Flavors Holdings will be each be granted rights to designate up to two directors for election to the board of directors of Whole Earth Brands, Inc. (and the parties will vote in favor of such designees), (ii) Flavors Holdings will, under certain circumstances, have the right to approve certain matters as set forth therein, (iii) Flavors Holdings will be subject to certain transfer restrictions and (iv) the Sponsor and Flavors Holdings will receive certain registration rights. In addition, pursuant to the Side Letter, the Sponsor agreed that it will designate one individual that has been mutually agreed with Baron to serve as a director on Whole Earth Brands, Inc.’s board of directors.
At Closing, the Investors Agreement contemplates that the board of directors of Whole Earth Brands, Inc. will consist of seven directors. Steven M. Cohen and M. Mendel Pinson shall be deemed to be nominees of Flavors Holdings, and Irwin D. Simon, Denise Faltischek, John M. McMillin, Anuraag Agarwal, and Ira J. Lamel shall be deemed to be nominees of the Sponsor. “Business Combination Proposal — Related Agreements — Investors Agreement.”
Sponsor Support Agreement
In addition to and concurrent with the execution of the Purchase Agreement, the Sponsor, Act II and the Sellers entered into a Sponsor Support Agreement, a copy of which is attached to this proxy statement/
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prospectus as Annex B-1 and B-2 (the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor agreed, among other things, (i) that immediately following the Closing, the Sponsor will forfeit to Act II (x) 3,000,000 Act II Class B Shares and (y) 6,750,000 private placement warrants; and (ii) to certain other covenants and agreements related to the Business Combination, particularly with respect to taking supportive actions to consummate the Business Combination and to appoint two of the Sellers’ nominees to the board of directors of Whole Earth Brands, Inc., to be effective at the Closing. In addition, the Sponsor irrevocably waived its anti-dilution protections under Act II’s Amended and Restated Memorandum and Articles of Association in connection with any new issuances of Act II Class A Shares. “Business Combination Proposal — Related Agreements — Sponsor Support Agreement.”
Subscription Agreements
On February 12, 2020, Act II entered into Subscription Agreements with certain investors (collectively, the “PIPE Investors”) pursuant to which, among other things, such investors agreed to subscribe for and purchase, and Act II agreed to issue and sell to such investors, 7,500,000 shares of Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. private placement warrants exercisable for 2,631,750 shares of Whole Earth Brands, Inc. common stock for gross proceeds of approximately $75,000,000 (the “Private Placement”). Act II granted certain customary registration rights to the PIPE Investors.
The closings under the Subscription Agreements will occur substantially concurrently with the closing of the Business Combination and are conditioned on such closing and on other customary closing conditions, which are further described in “Business Combination Proposal — Related Agreements —  Subscription Agreements.”
The shares of Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. private placement warrants to be offered and sold in connection with the Private Placement have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder without any form of general solicitation or general advertising. The proceeds from the Private Placement will be used to fund a portion of the aggregate cash obligations (as defined under the Purchase Agreement) for the Business Combination.
After the closing of the Business Combination, Whole Earth Brands, Inc. intends to file a shelf registration statement in order to facilitate the resale of the securities entitled to registration rights as described above.
Date, Time and Place of the Shareholders Meeting
The Shareholders Meeting of Act II will be held at 8:30 a.m., Eastern Time, on June 15, 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, to consider and vote upon the proposals to be put to the Shareholders Meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholders Meeting, each of the Condition Precedent Proposals have not been approved.
Date, Time and Place of the Warrant Holders Meeting
The Warrant Holders Meeting will be held at 8:00 a.m., Eastern Time, on June 15, 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, to consider and vote upon the proposals to be put to the Warrant Holders Meeting, including if necessary, the Warrant Holders Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Warrant Holders Meeting, each of the Condition Precedent Proposals have not been approved.
Voting Power; Record Date
Act II has fixed the close of business on May 1, 2020 as the record date for determining the Act II shareholders and Public Warrant Holders entitled to notice of and to attend and vote at the Shareholders Meeting and the Warrant Holders Meeting, respectively.
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Act II shareholders will be entitled to vote or direct votes to be cast at the Shareholders Meeting if they owned ordinary shares at the close of business on May 1, 2020, which is the “record date” for the Shareholders Meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Act II warrants do not have voting rights. As of the close of business on the record date, there were 30,000,000 Act II Class A Shares, $0.0001 par value per share, which were issued to the public in connection with the Act II IPO, and 7,500,000 Class B ordinary shares, $0.0001 par value per share, which were issued to the Sponsor, issued and outstanding.
As of the close of business on such record date, there were 15,000,000 Public Warrants (including Public Warrants included in the units) outstanding. Public Warrant Holders will have one vote for each Public Warrant owned at the close of business on the record date.
Quorum and Vote of Act II Shareholders and Public Warrant Holders
A quorum of Act II shareholders is necessary to hold a valid meeting. A quorum will be present at the Shareholders Meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the Shareholders Meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Shareholders Meeting. As of the record date for the Shareholders Meeting, 18,750,001 ordinary shares would be required to achieve a quorum.
The Sponsor has agreed to vote all of its ordinary shares in favor of the proposals being presented at the Shareholders Meeting. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.
The proposals presented at the Shareholders Meeting require the following votes:
(i)
Business Combination Proposal:   The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
(ii)
Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
(iii)
Organizational Documents Proposal:   The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
(iv)
Stock Issuance Proposal:   The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
(v)
Incentive Award Plan Proposal:   The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
(vi)
Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.
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A quorum of Act II Public Warrant Holders is necessary to hold a valid meeting. A quorum will be present at the Warrant Holders Meeting if the holders of a majority of the outstanding public warrants that are entitled to vote at the Warrant Holders Meeting are represented in person or by proxy. As of the record date for the Warrant Holders Meeting, 7,500,001 public warrants would be required to achieve a quorum.
The Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Public Warrants. If any of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal or the Warrant Amendment Proposal fails to receive the required approval, none of the Proposals will be approved and the Business Combination will not be completed.
The Sponsor has agreed to vote all the Act II Class B Shares and any other public shares they may hold in favor of all the proposals being presented at the Shareholders Meeting. As a result, to approve each of the Business Combination Proposal, Stock Issuance Proposal, Incentive Award Plan Proposal, and Adjournment Proposal, assuming that only a quorum is present, 1,875,001, or approximately 6.25%, of the 30,000,000 Act II Class A Shares are needed to vote in favor. To approve each of the Domestication Proposal and Organizational Documents Proposal, assuming that only a quorum is present, 5,000,001, or approximately 16.67%, of the 30,000,000 Act II Class A Shares are needed are needed to vote in favor.
To approve the Warrant Amendment Proposal, 9,750,000 of the 15,000,000 public warrants are needed to vote in favor. To approve the Warrant Holders Adjournment Proposal, 7,500,001 public warrants are needed to vote in favor.
Redemption Rights
Pursuant to the Cayman Constitutional Documents, a public shareholder may request of Act II that Whole Earth Brands, Inc. redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Act II’s transfer agent, that Whole Earth Brands, Inc. redeem all or a portion of your public shares for cash; and
(iii)
deliver your public shares to Continental, Act II’s transfer agent, physically or electronically through DTC.
The Subscription Agreements provide that the closing of the Private Placement is conditioned on redemptions of Act II Class A Shares not exceeding 50% of the amount of such shares issued and outstanding as of December 16, 2019.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on June 11, 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Act II’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the
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public shares that it holds and timely delivers its shares to Continental, Act II’s transfer agent, Whole Earth Brands, Inc. will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of May 4, 2020, this would have amounted to approximately $10.18 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Whole Earth Brands, Inc. common stock that will be redeemed immediately after consummation of the Business Combination. See “Shareholders Meeting and Warrant Holders Meeting of Act II — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each officer and director of Act II have agreed to, among other things, vote in favor of the Purchase Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.
Holders of the warrants will not have redemption rights with respect to the warrants.
Appraisal Rights
Neither Act II shareholders nor Act II warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Law or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Act II has engaged Morrow Sodali LLC to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Shareholders Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Shareholders Meeting of Act II — Revoking Your Proxy.”
Interests of Act II’s Directors and Executive Officers in the Business Combination
When you consider the recommendation of Act II’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and Act II’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of Act II shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

If Act II does not consummate a business combination by April 30, 2021 (or, if such date is further extended at a duly called extraordinary general meeting of shareholders, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Law to provide for claims of creditors and the requirements of other applicable law. In such event, the 7,500,000 Act II Class B Shares owned by the Sponsor would be
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worthless because following the redemption of the public shares, Act II would likely have few, if any, net assets and because the Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to the Sponsor if Act II fails to complete a business combination within the required period. The Sponsor purchased the Act II Class B Shares prior to the Act II IPO for approximately $0.0001 per share and certain of Act II’s directors and executive officers have an economic interest in such shares. The 4.5 million shares of Whole Earth Brands, Inc. common stock that the Sponsor will hold following the Business Combination (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had aggregate market value of $44.8 million based upon the closing price of $9.95 per share of public share on Nasdaq on May 8, 2020, the most recent practicable date prior to the date of this proxy statement/prospectus. Given such shares of Whole Earth Brands, Inc. common stock will be subject to certain restrictions, including those described above, Act II believes such shares have less value.

Irwin D. Simon is expected to be the Executive Chairman of the Board of Directors of Whole Earth Brands, Inc. after the consummation of the Business Combination. As such, in the future, Mr. Simon will receive any cash fees, stock options, stock awards or other remuneration that Whole Earth Brands, Inc.’s board of directors determines to pay to him.

Irwin D. Simon, John M. McMillin, Anuraag Agarwal, and Ira J. Lamel, current directors and officers of Act II, are expected to be directors of Whole Earth Brands, Inc. after the consummation of the Business Combination (it is also anticipated that Ira J. Lamel will serve as the chairperson of the audit committee of the Board). As such, in the future, Messrs. Simon, McMillin, Agarwal, and Lamel will receive any cash fees, stock options, stock awards or other remuneration that Whole Earth Brands, Inc.’s board of directors determines to pay to them.

Act II’s existing directors and officers will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Purchase Agreement.

In the event that Act II fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Act II will be required to provide for payment of claims of creditors that were not waived that may be brought against Act II within the 10 years following such redemption. In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to Act II if and to the extent any claims by a third party (other than Act II’s independent auditors) for services rendered or products sold to Act II, or a prospective target business with which Act II has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of the Act II IPO against certain liabilities, including liabilities under the Securities Act.

Following consummation of the Business Combination, the Sponsor, Act II’s officers and directors and their respective affiliates would be entitled to reimbursement for certain out-of-pocket expenses related to identifying, investigating and consummating an initial business combination or repayment of loans, if any, and on such terms as to be determined by Act II from time to time, made by the Sponsor or any of Act II’s officers or directors to finance transaction costs in connection with an intended initial business combination. However, as of the date of this proxy statement/prospectus, none of the funds to be used to complete the business combination is expected to go to the Sponsor, Act II’s officers or directors or their respective affiliates. If Act II fails to consummate a business combination within the required period, the Sponsor and Act II’s officers and directors and their respective affiliates will not have any claim against the trust account for reimbursement.
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Pursuant to the Investors Agreement, the Sponsor will have the right to designate up to two directors to the board of Whole Earth Brands, Inc. and customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Whole Earth Brands, Inc. common stock and warrants. In addition, pursuant to the Side Letter, the Sponsor agreed that it will designate one individual that has been mutually agreed with Baron to serve as a director on Whole Earth Brands, Inc.’s board of directors.
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each officer and director of Act II have agreed to, among other things, vote in favor of the Purchase Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor owns 20% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor, Merisant and MAFCO or our or their respective directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Act II’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Merisant and MAFCO or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposal, (3) satisfaction of the requirement that the Minimum Available Cash Amount condition is satisfied, (4) otherwise limiting the number of public shares electing to redeem and (5) Whole Earth Brands, Inc.’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination).
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Shareholders Meeting and would likely increase the chances that such proposals would be approved. Act II will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Shareholders Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
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The existence of financial and personal interests of one or more of Act II’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Act II and its shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Act II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
Act II’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Shareholders Meeting are in the best interest of Act II’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Award Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Shareholders Meeting.
The existence of financial and personal interests of one or more of Act II’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Act II and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Act II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the Business Combination. These figures assume that no public shareholders exercise their redemption rights in connection with the Business Combination.
Sources of Funds
(in millions)
Uses of Funds
(in millions)
Existing cash in trust account(1)
$ 300
Cash consideration to the Sellers
$ 415
Shares of Whole Earth Brands, Inc. issued to the Sellers(2)
25
Shares of Whole Earth Brands, Inc. issued to the Sellers(2)
25
Private Placement(3)
75
Warrant Agreement Amendment Cost(5)
11
New Net Debt(4)
91
Transaction fees and expenses
40
Total Sources
$ 491
Total Uses
$ 491
Note: Table above excludes all escrowed shares.
(1)
Excludes interest on cash in trust account.
(2)
Subject to 1-year lock up period.
(3)
Reflects proceeds of $75 million PIPE
(4)
Committed financing from Toronto-Dominion Bank, New York Branch comprised Term Loan A and a $50 million revolving credit facility.
(5)
Includes $11 million based on warrant agreement amendment which provides each existing warrant holder with $0.75 per warrant in exchange for such warrant being amended to be exercisable for one-half of one share rather than one whole share.
U.S. Federal Income Tax Considerations
For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, please see “U.S. Federal Income Tax Considerations.”
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Expected Accounting Treatment
The Domestication
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Act II as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Whole Earth Brands, Inc. immediately following the Domestication will be the same as those of Act II immediately prior to the Domestication.
The Business Combination
For accounting and financial reporting purposes, the Business Combination will be accounted for under the acquisition method of accounting based on Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 805, Business Combination (“ASC 805”).
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless notifications and certain information have been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The acquisition by Act II as “Purchaser” of all of the capital stock of Merisant Company, MAFCO Worldwide LLC, MAFCO Shanghai LLC, and EVD Holdings LLC, as contemplated by the Purchase Agreement, is subject to these requirements and may not be completed until the expiration of a statutory waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC, or until early termination of that waiting period is granted. On January 6, 2020, Act II and the Sellers caused the required forms under the HSR Act with respect to the above acquisitions to be filed with the Antitrust Division and the FTC, and requested early termination of the statutory waiting period. On January 21, 2020, both Act II and MacAndrews received notice that early termination had been granted.
At any time before or after consummation of the transactions contemplated by the Purchase Agreement, notwithstanding the expiration or termination of any waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the transactions contemplated by the Purchase Agreement, conditionally conditioning the transactions contemplated by the Purchase Agreement upon divestiture of certain assets, subjecting the completion of the transactions contemplated by the Purchase Agreement to regulatory conditions, or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Act II cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority or private party will not attempt to challenge the transactions contemplated by the Purchase Agreement on antitrust grounds, and, if such a challenge is made, Act II cannot assure you as to its result.
Emerging Growth Company
Act II is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Act II’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
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standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Act II has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Act II, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Act II’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Act II’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Risk Factors
In evaluating the proposals to be presented at the Shareholders Meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”
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SELECTED HISTORICAL FINANCIAL INFORMATION OF ACT II
Act II is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.
Act II’s balance sheet data as of December 31, 2019 and statement of operations data for the year ended December 31, 2019 are derived from Act II’s audited financial statements included elsewhere in this proxy statement/prospectus.
The information is only a summary and should be read in conjunction with Act II’s consolidated financial statements and related notes and “Act II’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. Act II’s historical results are not necessarily indicative of future results.
Year Ended
December 31,
2019
Statement of Operations Data:
Interest Income
$ 4,254,861
Unrealized gain on marketable securities held in trust account
$ 28,164
Operating costs
$ 350,881
Net Income
$ 3,932,144
Weighted average shares outstanding, basic and diluted(1)
8,410,915
Basic and diluted net loss per ordinary share(2)
$ (0.02)
(1)
Excludes an aggregate of 28,502,357 shares subject to possible redemption at December 31, 2019 (see Note 7 to Act II’s unaudited financial statements included elsewhere in this proxy statement/prospectus).
(2)
Net loss per ordinary share – basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $4,069,302 for the year ended December 31, 2019. (see Note 2 to Act II’s unaudited financial statements included elsewhere in this proxy statement/prospectus).
As of
December 31,
2019
Balance Sheet Data:
Total assets
$ 305,392,570
Total liabilities
11,299,781
Act II Class A Shares, $0.0001 par value; 200,000,000 shares authorized; 1,497,643 shares issued and outstanding (excluding 28,502,357 shares subject to possible redemption)
150
Class B ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,500,000 shares
issued and outstanding
750
Additional paid in capital
1,066,965
Retained Earnings
3,932,144
Total Shareholders’ Equity
5,000,009
23

SELECTED HISTORICAL FINANCIAL INFORMATION OF MERISANT AND MAFCO
The following tables contain selected historical financial data for Merisant and MAFCO as of and for the years ended December 31, 2019, 2018, and 2017 derived from the audited combined financial statements of Merisant and MAFCO included elsewhere in this proxy statement/prospectus. The selected historical financial data of Merisant and MAFCO is not intended to be an indicator of Merisant, Mafco Worldwide or Whole Earth Brands, Inc.’s financial condition or results of operations in the future.
The information below is only a summary and should be read in conjunction with the section entitled “Merisant and MAFCO Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Merisant and MAFCO’s audited and unaudited interim combined financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.
Years Ended December 31,
(In millions)
2019
2018
2017
(Audited)
(Audited)
(Audited)
Product revenues, net
$ 272.2 $ 291.0 $ 288.0
Cost of goods sold
163.6 167.9 167.5
Gross profit
108.6 123.1 120.5
Selling, general and administrative expenses
65.9 74.8 77.5
Amortization of intangible assets
10.7 11.1 11.1
Restructuring and other non-recurring expenses
2.2 9.5 13.1
Operating income
29.8 27.7 18.8
Other expense, net
1.4 1.5 3.9
Income before income taxes
28.4 26.2 14.9
Provision/(Benefit) for income taxes
(2.5) 5.3 (10.2)
Net income
$ 30.9 $ 20.9 $ 25.1
As of
December 31,
2019
As of
December 31,
2018
(Audited)
(Audited)
Balance Sheet Data:
Working Capital
$ 139.4 $ 135.5
Total Assets
599.8 608.0
Total Liabilities
112.1 123.5
Net parent investment
487.7 484.5
24

SELECTED UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is provided to aid you in your analysis of the financial aspects of the Business Combination. Upon consummation of the Business Combination, Act II will purchase all of the outstanding equity interests in Merisant and MAFCO, in accordance with the terms and subject to the conditions of the Purchase Agreement. Immediately prior to the consummation of the Business Combination, Act II, a Cayman Islands exempted company, intends to effect a deregistration under the Cayman Islands Companies Law (2020 Revision) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Act II’s jurisdiction of incorporation will be transferred by way of continuation from the Cayman Islands to the State of Delaware and the name of the registrant will be changed to “Whole Earth Brands, Inc.”
The historical combined financial statements of Merisant and MAFCO are included in this proxy statement/prospectus.
The unaudited pro forma condensed combined income statement for the year ended December 31, 2019 was derived from Merisant and MAFCO’s audited combined income statement for the year ended December 31, 2019 and Act II’s audited income statement for the year ended December 31, 2019.
The unaudited pro forma condensed combined income statement for the year ended December 31, 2019 gives pro forma effect to the Business Combination as if it had occurred on January 1, 2019. The unaudited pro forma condensed combined balance sheet as of December 31, 2019 gives effect to the Business Combination as if it was completed on December 31, 2019.
This information should be read together with Merisant and MAFCO’s and Act II’s respective financial statements and the related notes, “Act II’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Merisant and MAFCO’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information included elsewhere in this proxy statement/prospectus.
The unaudited pro forma condensed combined financial statements give effect to the Business Combination in accordance with the acquisition method of accounting for business combinations, with Act II deemed to be the accounting acquirer because, among other reasons:

cash consideration will be transferred from Act II to the Sellers; and

Act II’s public shareholders, PIPE Investors and the Sponsor will own, in the aggregate, up to approximately 80% of the shares of Whole Earth Brands, Inc. common stock, which represents a controlling interest in Whole Earth Brands, Inc., immediately after giving effect to the Business Combination.
The aggregate ownership percentage of shares of Whole Earth Brands, Inc. common stock by the current Act II shareholders and new shares of Whole Earth Brands, Inc. common stock issued as consideration in connection with the Business Combination immediately after the Business Combination is subject to adjustment depending on the amount of redemptions of Act II Class A Shares by Act II’s public shareholders, as discussed further below.
The unaudited pro forma condensed combined financial statements reflect adjustments to the historical financial information that are expected to have a continuing impact on the results of the combined company, factually supportable and directly attributable to the following events and transactions:

the Business Combination;

the payment of the cash consideration to the Sellers;

the closing of the Private Placement;

the conversion of each Act II Class A Share into one fully paid and non-assessable share of Whole Earth Brands, Inc. common stock;
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each Act II public warrant becoming exercisable for one-half of one share of Whole Earth Brands, Inc. common stock, on the same terms and conditions as those applicable to the Act II public warrants (after giving effect to the Warrant Amendment);

the cancellation of 3,000,000 of Act II Class B Shares, and the remaining 4,500,000 Act II Class B Shares being converted into 4,500,000 shares of Whole Earth Brands, Inc. common stock;

the redemption of Act II Class A Shares by Act II’s public shareholders, under two scenarios described below, in accordance with Act II’s amended and restated certificate of incorporation.
Act II is providing its public shareholders with the opportunity to redeem, upon the closing of the Business Combination, each Act II Class A Share then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account, which holds the proceeds (including interest, which shall be net of taxes payable) of the Act II IPO.
Based on funds in the trust account of approximately $304,283,025 as of December 31, 2019, the estimated per share redemption price would have been approximately $10.14. Act II cannot predict how many of its public shareholders will elect to redeem their shares for cash. As described in the notes below, the number of shares of Act II Class A Shares redeemed may impact the amount of cash available to pay the cash portion of the purchase price and the other required uses of cash at closing and may impact the mix of cash and equity consideration payable to the Sellers. As a result, Act II is providing the unaudited pro forma condensed combined financial statement under the following two scenarios:
(1)
No Redemption Scenario (“Scenario 1”):   Assumes none of the Act II public shareholders exercise their right to have their Act II Class A Shares redeemed for cash upon consummation of the Business Combination; and
(2)
High Redemption Scenario (“Scenario 2”):   Assumes Act II public shareholders elect to redeem 9,298,126 Act II Class A Shares upon consummation of the Business Combination. Giving effect to the pro forma adjustments and assumptions herein, this is the high number of shares that can be redeemed without seeking a waiver of the condition to the closing of the Business Combination.
The actual results may vary between the results shown for the No Redemption Scenario or the High Redemption Scenario.
The unaudited pro forma condensed combined financial information is for illustrative purposes only. The actual results may differ significantly from those reflected in the pro forma financial statements for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma financial statements and actual amounts. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Merisant and MAFCO and Act II have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
26

PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Year Ended December 31, 2019
(Dollars in thousands, except per share amounts)
(unaudited)
COMBINED
MERISANT/
MAFCO
ACT II
ADJUSTMENTS
DEBIT (CREDIT)
ADJ.
#(3)
PRO FORMA
Product revenues
$ 272,200 $ 272,200
Cost of goods sold
163,600 163,600
GROSS PROFIT
108,600 108,600
Selling, general & administrative expenses
65,900 $ 351 66,251
Restructuring and other non-recurring expenses
2,200 2,200
Amortization of intangibles
10,700 $ (1,090) a 9,610
OPERATING INCOME
29,800 (351) (1,090) 30,539
Interest expense on bank debt
12,100 c 12,100
Interest income
4,255 (4,255) b 0
Unrealized gain on Trust Account investments 
28 (28) b 0
Other expense, net
1,400 1,400
INCOME BEFORE INCOME TAXES 
28,400 3,932 15,293 17,039
Provision for income taxes
(2,500) 6,078 d 3,578
NET INCOME
$ 30,900 $ 3,932 $ 21,371 $ 13,461
(Loss) Earnings Per Share:
HISTORICAL
PRO FORMA
SCENARIO 1
Weighted Average number of shares
8,410,915(1) 44,500,000
Basic and diluted
$ (0.02)(2) $ 0.30
PRO FORMA
SCENARIO 2
Weighted Average number of shares
37,201,874
Basic and diluted
$ 0.36
(1)
Excludes an aggregate of 28,502,357 shares subject to possible redemption at December 31, 2019.
(2)
Net loss per share — basic and diluted excludes income attributable to shares subject to possible redemption of $4,069,302 for the year ended December 31, 2019.
(3)
See “Notes to Unaudited Pro Forma Condensed Combined Financial Information” for description of adjustments.
27

PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2019
(Dollars in thousands, except per share amounts)
(unaudited)
Scenario 1
Assuming No Redemptions
Scenario 2
Assuming High Redemptions
COMBINED
MERISANT/
MAFCO
ACT II AS
OF 12/31/19
ADJUSTMENTS
ASSUMING NO
REDEMPTIONS
ADJ.
#(1)
PRO FORMA
BALANCE SHEET
ASSUMING NO
REDEMPTIONS
ADJUSTMENTS
ASSUMING
MAXIMUM
REDEMPTIONS
ADJ.
#(1)
PRO FORMA
BALANCE SHEET
ASSUMING
MAXIMUM
REDEMPTIONS
ASSETS
Current Assets
Cash and cash equivalents
$ 10,400 $ 1,006 $ 87,633 a $ 99,039 $ 13,350 a $ 24,756
Accounts receivable – net
55,000 55,000 55,000
Inventories
121,100 121,100 121,100
Prepaid expenses and other current assets
7,300 66 7,366 7,366
TOTAL CURRENT ASSETS
193,800 1,072 87,633 282,505 13,350 208,222
Marketable securities held in Trust Accoumt
304,283 (304,283) a 0 (304,283) a 0
Property, plant and equipment – net
20,400 20,400 20,400
Goodwill
130,800 (29,000) c 101,800 (29,000) c 101,800
Other intangible assets – net
251,300 (22,600) b 228,700 (22,600) b 228,700
Other assets
3,500 38 3,538 3,538
TOTAL ASSETS
$ 599,800 $ 305,393 $ (268,250) $ 636,943 $ (342,533) $ 562,660
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable
$ 26,300 $ 26,300 $ 26,300
Accrued expeses and other current liabilities
28,100 $ 20 28,120 28,120
TOTAL CURRENT LIABILITIES
54,400 20 54,420 54,420
Bank debt
$ 180,000 a 180,000 $ 180,000 a 180,000
Deferred underwriting fee payable
11,280 (11,280) e 0 (11,280) e 0
Due to related party
8,400 (8,400) g 0 (8,400) g 0
Deferred tax liabillities, net
31,500 31,500 31,500
Other liabilities
17,800 (5,900) j 11,900 (5,900) j 11,900
TOTAL LIABILITIES
112,100 11,300 154,420 277,820 154,420 277,820
Ordinary shares subject to redemption
289,093 (289,093) f 0 (289,093) f 0
Net parent investment
487,700 (487,700) g 0 (487,700) g 0
Class A ordinary Shares, $0.0001 par value; 200,000,000 shares authorized; 1,497,643 shares issued and outstanding (excluding 28,502,357 shares subject to possible redemption) historically and 44,500,000 shares and 37,201,874 shares pro forma
4 4 4 4
Class B ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,500,000 shares issued and outstanding historically and none pro forma.
1 (1) 0 (1) 0
Additional capital
1,067 412,839 i 378,906 303,557 304,624
Retained earnings
3,932 (23,720) d (19,788) (23,720) (19,788)
TOTAL SHAREHOLDERS’ EQUITY
487,700 5,000 (133,577) 359,123 (207,860) 284,840
TOTAL LIABILITIES AND EQUITY
$ 599,800 $ 305,393 $ (268,250) $ 636,943 $ (342,533) $ 562,660
(1)
See “Notes to Unaudited Pro Forma Condensed Combined Financial Information” for description of adjustments.
28

COMPARATIVE PER SHARE DATA
Selected Comparative Per Share Information and Exchange Rates
Comparative Per Share Data of Act II
The following table sets forth the closing market prices per share of the public units, Act II Class A Shares and Act II Public Warrants as reported by Nasdaq on December 19, 2019, the last trading day before the Business Combination was publicly announced, and on, the last practicable trading day before the date of this proxy statement/prospectus.
Trading Date
Units (ACTTU)
Act II Class A
Shares (ACTT)
Warrants
(ACTTW)
December 19, 2019
$ 10.50 $ 9.98 $ 0.96
May 12, 2020
$ 10.52 $ 10.07 $ 0.80
The market prices of Act II securities could change significantly and may not be indicative of the market prices of shares of Whole Earth Brands, Inc. common stock and other securities once they start trading. Because the conversion / exchange ratio will not be adjusted for changes in the market prices of the Act II Class A Shares, the value of the shares of Whole Earth Brands, Inc. common stock and other securities that Act II shareholders will receive in the Business Combination may vary significantly from the value implied by the market prices of shares of Act II Class A Shares and other Act II securities on the date of the Purchase Agreement, the date of this proxy statement/prospectus, and the date on which Act II shareholders vote on adoption of the Purchase Agreement. Act II shareholders are urged to obtain current market quotations for Act II securities before making their decision with respect to the adoption of the Purchase Agreement.
Comparative Per Share Data of Merisant and MAFCO
Historical market price information regarding Merisant and MAFCO is not provided because there is no public market for Merisant and MAFCO’s securities. For information about distributions paid by Merisant and MAFCO to its equityholders, please see the sections entitled “Merisant and MAFCO’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”
Comparative Historical and Pro Forma Per Share Data
The following table sets forth:

historical per share information of Act II for the year ended December 31, 2019;

historical per share information of Merisant and MAFCO for the year ended December 31, 2019; and

unaudited pro forma per share information of Whole Earth Brands, Inc. for the fiscal year ended December 31, 2019, after giving effect to the Business Combination, as follows:

Assuming No Redemptions:   The scenario assumes that no Act II Class A Shares are redeemed; and

Assuming High Redemption:   This scenario assumes Act II public shareholders elect to redeem 9,298,126 Act II Class A Shares upon consummation of the Business Combination.
The pro forma net income (loss) per share information reflect the Business Combination contemplated by the Purchase Agreement as if it had occurred on January 1, 2019.
This information is based on, and should be read together with, the selected historical financial information, the unaudited pro forma condensed combined financial information and the historical financial information of Act II and Merisant and MAFCO, and the accompanying notes to such financial statements, that has been presented in Act II’s filings with the SEC that are included in this proxy
29

statement/prospectus. The unaudited pro forma condensed combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the Business Combination had been completed as of the dates indicated or will be realized upon the completion of the Business Combination. Please see the section entitled “Where You Can Find More Information” of this proxy statement/prospectus. Uncertainties that could impact Whole Earth Brands, Inc.’s financial condition include risks that affect Merisant and MAFCO’s operations and outlook such as those described under the section entitled “Risk Factors.” You are also urged to read the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.”
Calculated using Adjusted Net Income
Pro Forma Combined(1)
Act II
No
Redemptions
High
Redemptions
Book Value per Share as of December 31, 2019
$ 7.84 $ 8.07 $ 7.66
Net Income per Common Share – Basic and Diluted
For the year ended December 31, 2019
$ (0.02) $ 0.30 $ 0.36
(1)
Includes Pro Forma interest expense assuming post-close capital structure in each redemption scenario.
30

MARKET PRICE AND DIVIDEND INFORMATION
Act II units, Act II Class A Shares and public warrants are currently listed on Nasdaq under the symbols “ACTTU” and “ACTT” and “ACTTW,” respectively.
The most recent closing price of the units, Act II Class A Shares and redeemable warrants as of December 19, 2019, the last trading day before announcement of the execution of the Purchase Agreement, was $10.50, $9.98 and $0.961, respectively. As of May 1, 2020, the record date for the Shareholders Meeting and Warrant Holders Meeting, the most recent closing price for each unit, Act II Class A Share and redeemable warrant was $10.59, $10.01 and $0.64, respectively.
Holders of the units, public shares and public warrants should obtain current market quotations for their securities. The market price of Act II’s securities could vary at any time before the Business Combination.
Holders
As of May 1, 2020, there was one holder of record of Act II’s Act II Class A Shares, one holder of record of Act II Class B Shares, one holder of record of Act II units and two holders of Act II warrants. See “Beneficial Ownership of Securities.”
Dividend Policy
Act II has not paid any cash dividends on its Act II Class A Shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of Whole Earth Brands, Inc. subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of Whole Earth Brands, Inc.’s board of directors. Act II’s board of directors is not currently contemplating and does not anticipate declaring stock dividends nor is it currently expected that Whole Earth Brands, Inc.’s board of directors will declare any dividends in the foreseeable future. Further, the ability of Whole Earth Brands, Inc. to declare dividends may be limited by the terms of financing or other agreements entered into by Whole Earth Brands, Inc. or its subsidiaries from time to time.
Price Range of Merisant and MAFCO’s Securities
Historical market price information regarding Merisant and MAFCO is not provided because there is no public market for Merisant and MAFCO’s securities. For information regarding Merisant and MAFCO’s liquidity and capital resources, see “Merisant and MAFCO’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”
Recent Developments — First Quarter and April Preliminary Financial Results
The preliminary unaudited selected financial data discussed below were derived from the internal books and records of Merisant and MAFCO and have been prepared by and are the responsibility of the management of Merisant and MAFCO. Independent auditors have not audited, reviewed or performed any procedures with respect to the preliminary financial data. Accordingly, no independent auditors express an opinion or any other form of assurance with respect thereto. Accordingly, undue reliance should not be placed on the preliminary estimates set forth below. The preliminary estimates set forth below should be read together with “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” “Selected Historical Financial Information of Merisant and MAFCO,” “Merisant and MAFCO Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Merisant and MAFCO’s financial statements and related notes included elsewhere in this prospectus.
31

The preliminary estimates of financial results for Merisant and MAFCO for the quarter ended March 31, 2020, compared against actual unaudited results for the quarter ended March 31, 2019, are:
2020
2019
Net sales
$ 66.0 $ 70.3
Branded CPG
$ 40.2 $ 41.5
Flavors & Ingredients
$ 25.8 $ 28.8
PF Adj. EBITDA
$ 14.4 $ 16.6
Both the Branded CPG and the Flavors & Ingredients businesses delivered PF Adj. EBITDA in excess of management’s expectations for the first fiscal quarter, while net sales for both businesses were generally consistent with management’s expectations.
Net sales trends for the quarter ended March 31, 2020 are expected to be impacted by the following:

Net sales were negatively impacted by approximately $0.7 million as a result of adverse changes in foreign exchange rates.

Approximately $1.3 million of Branded CPG shipments delayed across most geographies due to customer inability to receive all goods before March 31, 2020 as a result of COVID-19.

Branded CPG share growth in North America and Europe due to strong retail and e-commerce sales partially offset by foodservice softness and shipment timing.

Favorable changes in Branded CPG channel mix toward retail and e-commerce vs. foodservice driven by marketplace and consumer reaction to COVID-19, notably near the end of the quarter, are expected to have a favorable impact on margins.

Net sales in the Flavors & Ingredients segment performed in line with management expectations, reflecting the known loss of certain international tobacco customers in fiscal